CONTAINED IN THIS SECTION 14 ARE REASONABLE AND NECESSARY TO THE PROTECTION OF
LEGITIMATE COMPANY INTERESTS.
(VII)
IN THE EVENT OF THE BREACH OR A THREATENED
BREACH BY THE EXECUTIVE OF ANY OF THE PROVISIONS OF THIS SECTION 14, THE
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY WOULD SUFFER IRREPARABLE
HARM, AND THUS, IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES
EXISTING IN ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SEEK AND OBTAIN SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY).
IN ADDITION, IN THE EVENT OF A BREACH OR VIOLATION BY EXECUTIVE OF
THIS SECTION 14, THE NONCOMPETE PERIOD SHALL BE
13
AUTOMATICALLY EXTENDED BY THE AMOUNT OF TIME BETWEEN THE INITIAL OCCURRENCE OF
THE BREACH OR VIOLATION AND WHEN SUCH BREACH OR VIOLATION HAS BEEN DULY CURED.
(B)
CONFIDENTIALITY.
(I)
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS
AND WILL DEVELOP AND BE EXPOSED TO INFORMATION THAT IS OR WILL BE PROPRIETARY TO
THE COMPANY AND ITS SUBSIDIARIES, INCLUDING, BUT NOT LIMITED TO, CUSTOMER LISTS,
MARKETING PLANS, PRICING DATA, PRODUCT DEVELOPMENT PLANS, AND OTHER INTANGIBLE
INFORMATION, AND THAT THE INFORMATION AND DATA (INCLUDING TRADE SECRETS)
OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY CONCERNING THE BUSINESS OR AFFAIRS
OF THE COMPANY AND ITS SUBSIDIARIES ("CONFIDENTIAL INFORMATION") ARE THE
PROPERTY OF THE COMPANY AND/OR ONE OR MORE OF ITS SUBSIDIARIES.
THE EXECUTIVE
AGREES TO USE SUCH INFORMATION ONLY IN CONNECTION WITH THE PERFORMANCES OF HIS
DUTIES HEREUNDER, TO FOREVER MAINTAIN SUCH INFORMATION IN CONFIDENCE AND NOT TO
DISCLOSE TO ANY PERSON OR USE FOR HIS OWN PURPOSES ANY CONFIDENTIAL INFORMATION
OR ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OF OTHER PERSONS IN THE
POSSESSION OF THE COMPANY ("THIRD PARTY INFORMATION") WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BOARD, UNLESS AND TO THE EXTENT THAT THE CONFIDENTIAL INFORMATION
OR THIRD PARTY INFORMATION IS OR BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR
USE BY THE PUBLIC OR IN THE COMPANY'S INDUSTRY OTHER THAN, IN EACH CASE, AS A
RESULT OF THE EXECUTIVE'S BREACH OF THIS SECTION; PROVIDED, HOWEVER, THAT THE
EXECUTIVE MAY DISCLOSE SUCH INFORMATION WHEN REQUIRED TO BY LAW OR SUBPOENA FROM
A COURT, GOVERNMENT AGENCY OR LEGISLATIVE BODY; PROVIDED FURTHER, HOWEVER, THAT
THE EXECUTIVE SHALL IMMEDIATELY NOTIFY THE COMPANY OF HIS RECEIPT OF ANY REQUEST
OR DEMAND (WHETHER THROUGH LEGAL PROCESS OR OTHERWISE) THAT HE PROVIDE SUCH
DISCLOSURE, AND THEREAFTER THE EXECUTIVE SHALL COOPERATE FULLY WITH ANY COMPANY
EFFORTS TO RESIST, RESTRICT OR MODIFY ANY SUCH REQUEST OR DEMAND.
THE EXECUTIVE
SHALL DELIVER TO THE COMPANY AT THE TERMINATION DATE, OR AT ANY OTHER TIME THE
COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER
FILES, DISKS AND TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND
ALL COPIES THEREOF) EMBODYING OR RELATING TO THIRD PARTY INFORMATION,
CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HE MAY THEN