AND SUCH OTHER PLANS,
POLICIES, ARRANGEMENTS AND AGREEMENTS, THE "COMPANY PLANS") TO ANY ANTICIPATION,
ALIENATION, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE, ATTACHMENT OR
GARNISHMENT.
EXCEPT AS PERMITTED BY SECTION 409A, ANY DEFERRED COMPENSATION
(WITHIN THE MEANING OF SECTION 409A) PAYABLE TO OR FOR THE BENEFIT OF EXECUTIVE
UNDER ANY COMPANY PLAN MAY NOT BE REDUCED BY, OR OFFSET AGAINST, ANY AMOUNT
OWING BY EXECUTIVE TO THE COMPANY OR ANY AFFILIATE THEREOF.
ARTICLE II
EXECUTIVE COVENANTS
2.1
RELEASE; COVENANTS.
AS A CONDITION OF
OBTAINING BENEFITS UNDER THIS AGREEMENT, EXECUTIVE WILL BE REQUIRED TO
(A) WITHIN FORTY-FIVE (45) DAYS FOLLOWING TERMINATION OF EMPLOYMENT EXECUTE AND
DELIVER TO COMPANY A GENERAL RELEASE OF CLAIMS AGAINST COMPANY IN SUCH FORM AS
MAY BE REQUIRED BY COMPANY AND (B) COMPLY WITH THE COVENANTS SET FORTH IN THIS
ARTICLE II.
IN THE EVENT THAT EXECUTIVE FAILS TO EXECUTE AND DELIVER SUCH
GENERAL RELEASE WITHIN SUCH FORTY-FIVE-DAY PERIOD OR REVOKES SUCH GENERAL
RELEASE (BUT ONLY TO THE EXTENT REVOCATION IS PERMITTED UNDER THE TERMS OF SUCH
GENERAL RELEASE), THEN EXECUTIVE WILL FORFEIT ALL ENTITLEMENT TO ANY PAYMENT,
BENEFIT OR OTHER AMOUNT HEREUNDER.
EXECUTIVE'S FAILURE TO COMPLY WITH THE
COVENANTS OF THIS ARTICLE II WILL BE GOVERNED BY SECTION 2.7 AND ARTICLE III.
2.2
CONFIDENTIAL INFORMATION.
COMPANY PROMISES TO
DISCLOSE TO EXECUTIVE AND EXECUTIVE ACKNOWLEDGES THAT IN AND AS A RESULT OF HIS
OR HER EMPLOYMENT WITH COMPANY, HE OR SHE WILL RECEIVE, MAKE USE OF, ACQUIRE,
HAVE ACCESS TO AND/OR BECOME FAMILIAR WITH VARIOUS TRADE SECRETS AND PROPRIETARY
AND CONFIDENTIAL INFORMATION OF COMPANY AND ITS AFFILIATES, INCLUDING, BUT NOT
LIMITED TO, PROCESSES, COMPUTER PROGRAMS, COMPILATIONS OF INFORMATION, RECORDS,
FINANCIAL INFORMATION, SALES REPORTS, SALES PROCEDURES, CUSTOMER REQUIREMENTS,
PRICING TECHNIQUES, CUSTOMER LISTS, METHODS OF DOING BUSINESS, IDENTITIES,
LOCATIONS, PERFORMANCE AND COMPENSATION LEVELS OF EMPLOYEES AND OTHER
CONFIDENTIAL INFORMATION WHICH ARE OWNED BY COMPANY AND/OR ITS AFFILIATES AND
REGULARLY USED IN THE OPERATION OF ITS BUSINESS, AND AS TO WHICH COMPANY AND/OR
ITS AFFILIATES TAKE PRECAUTIONS TO PREVENT DISSEMINATION TO PERSONS OTHER THAN
CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY, "TRADE SECRETS").
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE TRADE SECRETS:
(A)
ARE SECRET AND NOT KNOWN IN THE INDUSTRY;
(B)
GIVE COMPANY OR ITS AFFILIATES AN ADVANTAGE
OVER COMPETITORS WHO DO NOT KNOW OR USE THE TRADE SECRETS;
(C)
ARE OF SUCH VALUE AND NATURE AS TO MAKE IT
REASONABLE AND NECESSARY TO PROTECT AND PRESERVE THE CONFIDENTIALITY AND SECRECY
OF THE TRADE SECRETS; AND
(D)
ARE VALUABLE, SPECIAL AND UNIQUE ASSETS OF
COMPANY OR ITS AFFILIATES, THE DISCLOSURE OF WHICH COULD CAUSE SUBSTANTIAL
INJURY AND LOSS OF PROFITS AND GOODWILL TO COMPANY OR ITS AFFILIATES.
Executive promises not to use in any way or disclose any of the Trade Secrets,
directly or indirectly, either during or after his or her employment by Company,
except as required in the course of his or her employment, if required in
connection with a judicial or administrative proceeding, or if the information
becomes public knowledge other than as a result of an unauthorized disclosure by