OF SUCH TERMINATION
OF EMPLOYMENT WHETHER AS BASE SALARY, 2007 BONUS PAYMENT, ANNUAL TARGET BONUS OR
OTHERWISE OR TO PROVIDE YOU WITH ANY BENEFITS ARISING HEREUNDER OR OTHERWISE
EXCEPT AS REQUIRED BY LAW.
(H)
FOR PURPOSES OF THIS SECTION 6, YOUR TERMINATION OF EMPLOYMENT
WILL BE DEEMED TO BE IN CONNECTION WITH A CHANGE IN CONTROL EVENT IF IT OCCURS
ON OR AFTER THE CHANGE IN CONTROL EVENT OR DURING THE THREE-MONTH PERIOD
IMMEDIATELY PRECEDING THE CHANGE IN CONTROL EVENT.
IN THE EVENT YOUR
TERMINATION OF EMPLOYMENT OCCURS DURING SUCH THREE-MONTH PERIOD, THE STOCK
OPTIONS AND RSUS SHALL BE TREATED UNDER THE AV/SP AS IF THE CHANGE IN CONTROL
HAD OCCURRED ON THE DATE OF YOUR TERMINATION OF EMPLOYMENT.
7.
CONFIDENTIAL INFORMATION AND TRADE SECRETS.
YOU ACKNOWLEDGE THAT
THE NATURE OF YOUR ENGAGEMENT BY THE COMPANY IS SUCH THAT YOU SHALL HAVE ACCESS
TO THE CONFIDENTIAL INFORMATION AND THE TRADE SECRETS, EACH OF WHICH HAS GREAT
VALUE TO THE COMPANY, PROVIDES THE COMPANY A COMPETITIVE ADVANTAGE, AND
CONSTITUTES THE FOUNDATION UPON WHICH THE BUSINESS OF THE COMPANY IS BASED.
YOU
AGREE TO HOLD ALL OF THE CONFIDENTIAL INFORMATION AND THE TRADE SECRETS IN
CONFIDENCE AND TO NOT USE, DISCLOSE, PUBLISH OR OTHERWISE DISSEMINATE ANY OF
SUCH CONFIDENTIAL INFORMATION AND THE TRADE SECRETS TO ANY OTHER PERSON, EXCEPT
TO THE EXTENT SUCH DISCLOSURE IS (I) NECESSARY TO THE PERFORMANCE OF THIS
AGREEMENT AND IN FURTHERANCE OF THE COMPANY'S BEST INTERESTS, (II) REQUIRED BY
APPLICABLE LAW, (III) AS A RESULT OF PORTIONS OF THE CONFIDENTIAL INFORMATION
AND/OR THE TRADE SECRETS BECOMING LAWFULLY OBTAINABLE FROM OTHER SOURCES, (IV)
AUTHORIZED IN WRITING BY THE COMPANY, OR (V) NECESSARY TO ENFORCE THIS
AGREEMENT.
THE RESTRICTIONS SET FORTH IN THIS SECTION 7 SHALL REMAIN IN FULL
FORCE AND EFFECT (A) WITH RESPECT TO THE CONFIDENTIAL INFORMATION, FOR THE THREE
(3) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF YOUR TERMINATION OF EMPLOYMENT,
AND WITH RESPECT TO THE TRADE SECRETS, UNTIL THE TRADE SECRETS NO LONGER RETAIN
THEIR STATUS OR QUALIFY AS TRADE SECRETS UNDER APPLICABLE LAW.
UPON YOUR
TERMINATION OF EMPLOYMENT, YOU SHALL DELIVER TO THE COMPANY ALL DOCUMENTS,
RECORDS, NOTEBOOKS, WORK PAPERS, AND ALL SIMILAR MATERIAL CONTAINING
CONFIDENTIAL INFORMATION AND TRADE SECRETS, WHETHER PREPARED BY YOU, THE COMPANY
OR ANYONE ELSE.
8.
INVENTIONS AND PATENTS.
ALL INVENTIONS, DESIGNS, IMPROVEMENTS,
PATENTS, COPYRIGHTS AND DISCOVERIES CONCEIVED BY YOU DURING THE TERM OF THIS
AGREEMENT WHICH ARE USEFUL IN OR DIRECTLY OR INDIRECTLY RELATE TO THE BUSINESS
OF THE COMPANY OR TO ANY EXPERIMENTAL WORK CARRIED ON BY THE COMPANY, SHALL BE
THE PROPERTY OF THE COMPANY.
YOU AGREE TO PROMPTLY AND FULLY DISCLOSE TO THE
COMPANY ALL SUCH INVENTIONS, DESIGNS, IMPROVEMENTS, PATENTS, COPYRIGHTS AND
DISCOVERIES (WHETHER DEVELOPED INDIVIDUALLY OR WITH OTHER PERSONS) AND AT THE
COMPANY'S EXPENSE, TO TAKE ALL STEPS NECESSARY AND REASONABLY REQUIRED TO ASSURE
THE COMPANY'S OWNERSHIP THEREOF AND TO ASSIST THE COMPANY IN PROTECTING OR
DEFENDING THE COMPANY'S PROPRIETARY RIGHTS THEREIN.
9.
RESTRICTIVE COVENANTS.
(A)
NON-COMPETITION.
YOU AGREE THAT DURING YOUR EMPLOYMENT, AND