OF THE
COMPANY IN STRICT CONFIDENCE AND SOLELY FOR THE BENEFIT OF THE COMPANY, AND THAT
HE SHALL NOT, DIRECTLY OR INDIRECTLY, DISCLOSE OR USE OR AUTHORIZE ANY THIRD
PARTY TO DISCLOSE OR USE ANY CONFIDENTIAL INFORMATION EXCEPT (I) AS REQUIRED FOR
THE PERFORMANCE OF THE EXECUTIVE'S DUTIES HEREUNDER, (II) WITH THE EXPRESS
WRITTEN CONSENT OF THE COMPANY, (III) TO THE EXTENT THAT ANY SUCH INFORMATION IS
IN OR BECOMES IN THE PUBLIC DOMAIN OTHER THAN AS A RESULT OF THE EXECUTIVE'S
BREACH OF ANY OF HIS OBLIGATIONS HEREUNDER, OR (IV) WHERE REQUIRED TO BE
DISCLOSED BY COURT ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS AND IN SUCH
EVENT, THE EXECUTIVE SHALL COOPERATE WITH THE COMPANY IN ATTEMPTING TO KEEP SUCH
INFORMATION CONFIDENTIAL.
THE EXECUTIVE SHALL FOLLOW ALL COMPANY POLICIES AND
PROCEDURES TO PROTECT ALL CONFIDENTIAL INFORMATION AND TAKE ANY ADDITIONAL
PRECAUTIONS NECESSARY TO PRESERVE AND PROTECT THE USE OR DISCLOSURE OF ANY
CONFIDENTIAL INFORMATION AT ALL TIMES.
(C)
OWNERSHIP OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE ACKNOWLEDGES
AND AGREES THAT ALL CONFIDENTIAL INFORMATION IS AND SHALL REMAIN THE EXCLUSIVE
PROPERTY OF THE COMPANY, WHETHER OR NOT PREPARED IN WHOLE OR IN PART BY THE
EXECUTIVE AND WHETHER OR NOT DISCLOSED TO OR ENTRUSTED TO THE CUSTODY OF THE
EXECUTIVE.
UPON THE TERMINATION OR RESIGNATION OF HIS EMPLOYMENT FOR ANY
REASON, OR AT ANY OTHER TIME AT THE REQUEST OF THE COMPANY, THE EXECUTIVE SHALL
PROMPTLY DELIVER TO THE COMPANY ALL DOCUMENTS, TAPES, DISKS, OR OTHER STORAGE
MEDIA AND ANY OTHER MATERIALS, AND ALL COPIES THEREOF IN WHATEVER FORM, IN THE
POSSESSION OR CONTROL OF THE EXECUTIVE PERTAINING TO THE COMPANY'S BUSINESS,
INCLUDING, BUT NOT LIMITED TO, ANY CONTAINING CONFIDENTIAL INFORMATION.
(D)
SURVIVAL.
THE EXECUTIVE'S OBLIGATIONS SET FORTH IN THIS
SECTION 2, AND THE COMPANY'S RIGHTS AND REMEDIES WITH RESPECT HERETO, SHALL
INDEFINITELY SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, REGARDLESS OF THE REASON THEREFOR.
SECTION 3.
RESTRICTIVE COVENANTS.
For purposes of this Section 3, the term "Company" shall include, in addition to
the Company, its affiliates, subsidiaries and any of their respective
predecessors, successors and assigns.
(A)
NON-COMPETITION.
DURING THE RESTRICTED PERIOD AND WITHIN THE
RESTRICTED AREA (EACH AS DEFINED IN SUBSECTION (C) BELOW), THE EXECUTIVE SHALL
NOT, DIRECTLY OR INDIRECTLY, PERFORM ON BEHALF OF ANY COMPETITOR (AS DEFINED IN
SUBSECTION (C) BELOW) THE SAME OR SIMILAR SERVICES AS THOSE THAT THE EXECUTIVE
PERFORMED FOR THE COMPANY DURING THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR
OTHERWISE.
IN ADDITION, THE EXECUTIVE SHALL NOT, DURING THE RESTRICTED PERIOD
OR WITHIN THE RESTRICTED AREA, DIRECTLY OR INDIRECTLY ENGAGE IN, OWN, MANAGE,
OPERATE, JOIN, CONTROL, LEND MONEY OR OTHER ASSISTANCE TO, OR PARTICIPATE IN OR
BE CONNECTED WITH (AS AN OFFICER, DIRECTOR, MEMBER, MANAGER, PARTNER,
SHAREHOLDER, CONSULTANT, EMPLOYEE, AGENT, OR OTHERWISE), ANY COMPETITOR.
(B)
NON-SOLICITATION.
DURING THE RESTRICTED PERIOD, THE EXECUTIVE
SHALL NOT, DIRECTLY OR INDIRECTLY, FOR HIMSELF OR ON BEHALF OF ANY PERSON (AS
DEFINED IN SUBSECTION (C) BELOW),
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(I) SOLICIT OR ATTEMPT TO SOLICIT ANY CUSTOMERS