COMPANY OR ITS
SUBSIDIARIES; OR
(II)
ENCOURAGE TO CEASE TO WORK WITH THE
COMPANY OR ITS SUBSIDIARIES ANY CONSULTANT THEN UNDER CONTRACT WITH THE COMPANY
OR ITS SUBSIDIARIES.
(D)
DURING THE TERM OF AN ELIGIBLE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, SUCH ELIGIBLE EXECUTIVE WILL HAVE ACCESS TO AND
BECOME ACQUAINTED WITH THE COMPANY'S AND ITS AFFILIATES' CONFIDENTIAL AND
PROPRIETARY INFORMATION, INCLUDING BUT NOT LIMITED TO, INFORMATION OR PLANS
REGARDING THE COMPANY'S AND ITS AFFILIATES' CUSTOMER RELATIONSHIPS, PERSONNEL OR
SALES, MARKETING AND FINANCIAL OPERATIONS AND METHODS, TRADE SECRETS, FORMULAS,
DEVICES, SECRET INVENTIONS, PROCESSES AND OTHER COMPILATIONS OF INFORMATION,
RECORDS AND SPECIFICATIONS (COLLECTIVELY, "PROPRIETARY INFORMATION").
DURING
THE SEVERANCE PERIOD, AN ELIGIBLE EXECUTIVE SHALL NOT DISCLOSE ANY OF THE
COMPANY'S OR ITS AFFILIATES' PROPRIETARY INFORMATION, DIRECTLY OR INDIRECTLY, OR
USE IT IN ANY WAY EXCEPT IN THE COURSE OF PERFORMING SERVICES FOR THE COMPANY
AND ITS AFFILIATES, AS AUTHORIZED IN WRITING BY THE COMPANY OR AS REQUIRED TO BE
DISCLOSED BY APPLICABLE LAW.
ALL FILES, RECORDS, DOCUMENTS, COMPUTER-RECORDED
INFORMATION, DRAWINGS, SPECIFICATIONS, EQUIPMENT AND SIMILAR ITEMS RELATING TO
THE BUSINESS OF THE COMPANY OR ITS AFFILIATES, WHETHER PREPARED BY AN ELIGIBLE
EXECUTIVE OR OTHERWISE COMING INTO SUCH ELIGIBLE EXECUTIVE'S POSSESSION, SHALL
REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY OR ITS AFFILIATES, AS THE CASE MAY
BE.
NOTWITHSTANDING THE FOREGOING, PROPRIETARY INFORMATION SHALL NOT INCLUDE
INFORMATION THAT IS OR BECOMES GENERALLY PUBLIC KNOWLEDGE OTHER THAN AS A RESULT
OF A BREACH OF THIS SECTION 6(D) OR ANY OBLIGATION THAT THE ELIGIBLE EXECUTIVE
HAS TO PROTECT THE CONFIDENTIALITY OF THE PROPRIETARY INFORMATION OF THE COMPANY
AND ITS AFFILIATES.
(E)
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
ALTHOUGH EACH ELIGIBLE EXECUTIVE AND THE COMPANY CONSIDER THE RESTRICTIONS
CONTAINED IN THE COVENANTS TO BE REASONABLE, IF A FINAL JUDICIAL DETERMINATION
IS MADE BY A COURT OF COMPETENT JURISDICTION THAT THE TIME OR TERRITORY OR ANY
OTHER RESTRICTION CONTAINED IN THE COVENANTS IS AN UNENFORCEABLE RESTRICTION
AGAINST AN ELIGIBLE EXECUTIVE, FOR WHICH INJUNCTIVE RELIEF IS UNAVAILABLE, THE
PROVISIONS OF THE COVENANTS SHALL NOT BE RENDERED VOID BUT SHALL BE DEEMED
AMENDED TO APPLY AS TO SUCH MAXIMUM TIME AND TERRITORY AND TO SUCH MAXIMUM
EXTENT AS SUCH COURT MAY JUDICIALLY DETERMINE OR INDICATE TO BE ENFORCEABLE.
FURTHERMORE, SUCH A DETERMINATION SHALL NOT LIMIT THE COMPANY'S ABILITY TO CEASE
PROVIDING PAYMENTS OR BENEFITS DURING THE REMAINDER OF ANY SEVERANCE PERIOD OR
TO SEEK RECOVERY OF ANY PRIOR PAYMENTS OR BENEFITS MADE HEREUNDER, IF
APPLICABLE, UNLESS A COURT OF COMPETENT JURISDICTION HAS EXPRESSLY DECLARED THAT
ACTION TO BE UNLAWFUL.
ALTERNATIVELY, IF ANY COURT OF COMPETENT JURISDICTION
FINDS THAT ANY RESTRICTION CONTAINED IN THE COVENANTS IS UNENFORCEABLE, AND SUCH
RESTRICTION CANNOT BE AMENDED SO AS TO MAKE IT ENFORCEABLE, SUCH FINDING SHALL
NOT AFFECT THE ENFORCEABILITY OF ANY OF THE OTHER RESTRICTIONS CONTAINED IN THE
COVENANTS OR OTHER PROVISIONS OF THIS PLAN.
(F)
ALL BENEFITS PAYABLE TO AN ELIGIBLE
EXECUTIVE ARE CONTINGENT UPON HIS OR HER FULL COMPLIANCE WITH THE FOREGOING
OBLIGATIONS DURING THE SEVERANCE PERIOD.
ACCORDINGLY, IF THE ELIGIBLE
EXECUTIVE, AT