EXECUTIVE BY THE COMPANY), TO
THE EXTENT OF ANY AMOUNTS THAT THE EXECUTIVE OWES TO THE COMPANY UNDER THIS
SECTION 9 AS A FORFEITURE FOLLOWING A PAYMENT TO THE EXECUTIVE UNDER
SECTION 6(B), OTHER THAN ACCRUED BENEFITS, TO WHICH HE IS NO LONGER ENTITLED DUE
TO SUCH VIOLATION.
WHETHER OR NOT THE COMPANY ELECTS TO MAKE ANY SET-OFF IN
WHOLE OR IN PART, IF THE COMPANY DOES NOT RECOVER BY MEANS OF SET-OFF THE FULL
AMOUNT THE EXECUTIVE OWES TO THE COMPANY, THE EXECUTIVE AGREES TO PAY
IMMEDIATELY THE UNPAID BALANCE TO THE COMPANY.
15
10.
DISCLOSURE OF CONFIDENTIAL INFORMATION.
(A)
NONDISCLOSURE.
WITHOUT THE CONSENT OF THE
COMPANY, THE EXECUTIVE SHALL NOT DISCLOSE TO ANY OTHER PERSON CONFIDENTIAL
INFORMATION (AS DEFINED IN PARAGRAPH (C) BELOW) CONCERNING THE COMPANY OR THE
COMPANY'S TRADE SECRETS OF WHICH THE EXECUTIVE HAS GAINED KNOWLEDGE DURING HIS
EMPLOYMENT WITH THE COMPANY.
ANY TRADE SECRETS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR RELATED OR AFFILIATED COMPANIES OR JOINT VENTURES WILL BE
ENTITLED TO ALL OF THE PROTECTIONS AND BENEFITS UNDER THE IOWA CODE ANNOTATED
SECTION 550.1 THROUGH 550.8 AND ANY OTHER APPLICABLE LAW.
IF ANY INFORMATION
THAT THE COMPANY DEEMS TO BE A TRADE SECRET IS FOUND BY A COURT OF COMPETENT
JURISDICTION NOT TO BE A TRADE SECRET FOR PURPOSES OF THIS AGREEMENT, SUCH
INFORMATION WILL, NEVERTHELESS, BE CONSIDERED CONFIDENTIAL INFORMATION FOR
PURPOSES OF THIS AGREEMENT.
THE EXECUTIVE HEREBY WAIVES ANY REQUIREMENT THAT
THE COMPANY SUBMIT PROOF OF THE ECONOMIC VALUE OF ANY TRADE SECRET OR POST A
BOND OR OTHER SECURITY.
NONE OF THE FOREGOING OBLIGATIONS AND RESTRICTIONS
APPLY TO ANY PART OF THE CONFIDENTIAL INFORMATION THAT THE EXECUTIVE
DEMONSTRATES WAS OR BECAME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
RESULT OF A DISCLOSURE BY THE EXECUTIVE.
IN THE EVENT THAT THE EXECUTIVE IS
REQUESTED OR REQUIRED TO MAKE DISCLOSURE OF INFORMATION SUBJECT TO THIS
SECTION 10 UNDER ANY COURT ORDER, SUBPOENA OR OTHER JUDICIAL PROCESS, THEN,
EXCEPT AS PROHIBITED BY LAW, THE EXECUTIVE WILL PROMPTLY NOTIFY THE COMPANY,
TAKE ALL REASONABLE STEPS REQUESTED BY THE COMPANY TO DEFEND AGAINST THE
COMPULSORY DISCLOSURE AND PERMIT THE COMPANY TO CONTROL WITH COUNSEL OF ITS
CHOICE ANY PROCEEDING RELATING TO THE COMPULSORY DISCLOSURE.
THE EXECUTIVE
ACKNOWLEDGES THAT ALL INFORMATION, THE DISCLOSURE OF WHICH IS PROHIBITED BY THIS
SECTION, IS OF A CONFIDENTIAL AND PROPRIETARY CHARACTER AND OF GREAT VALUE TO
THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES.
(B)
SAFEGUARD AND RETURN OF PROPRIETARY ITEMS.
THE EXECUTIVE WILL NOT REMOVE FROM THE PREMISES OF THE COMPANY (EXCEPT TO THE
EXTENT SUCH REMOVAL IS FOR PURPOSES OF THE PERFORMANCE OF THE EXECUTIVE'S DUTIES
AT HOME OR WHILE TRAVELING, OR EXCEPT AS OTHERWISE SPECIFICALLY AUTHORIZED BY
THE COMPANY), ANY DOCUMENT, RECORD, NOTEBOOK, PLAN, MODEL, COMPONENT, DEVICE, OR
COMPUTER SOFTWARE OR CODE, WHETHER EMBODIED IN A DISK OR IN ANY OTHER FORM, THAT
CONTAINS CONFIDENTIAL INFORMATION (COLLECTIVELY, THE "PROPRIETARY ITEMS").
THE
EXECUTIVE RECOGNIZES THAT, AS BETWEEN THE COMPANY AND THE EXECUTIVE, ALL OF THE
PROPRIETARY