INDEMNIFY AND HOLD THE EMPLOYEE HARMLESS, ON AN AFTER-TAX BASIS, FROM ANY EXCISE
TAX OR INCOME TAX (INCLUDING INTEREST OR PENALTIES WITH RESPECT THERETO) IMPOSED
WITH RESPECT TO SUCH ADVANCE OR WITH RESPECT TO ANY IMPUTED INCOME WITH RESPECT
TO SUCH ADVANCE, (C) ANY EXTENSION OF THE STATUTE OF LIMITATIONS RELATING TO
PAYMENT OF TAXES FOR THE TAXABLE YEAR OF THE EMPLOYEE WITH RESPECT TO WHICH SUCH
CONTESTED AMOUNT IS CLAIMED TO BE DUE SHALL BE LIMITED SOLELY TO SUCH CONTESTED
AMOUNT AND (D) THE COMPANY'S CONTROL OF THE CONTEST SHALL BE LIMITED TO ISSUES
WITH RESPECT TO WHICH A GROSS-UP PAYMENT WOULD BE PAYABLE HEREUNDER AND THE
EMPLOYEE SHALL BE ENTITLED TO SETTLE OR CONTEST, AS THE CASE MAY BE, ANY OTHER
ISSUE RAISED BY THE INTERNAL REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY.
(D)
IF, AFTER THE RECEIPT BY THE EMPLOYEE OF AN AMOUNT ADVANCED BY THE
COMPANY PURSUANT TO SECTION 9(C), THE EMPLOYEE BECOMES ENTITLED TO RECEIVE ANY
REFUND WITH RESPECT TO SUCH CLAIM, THE EMPLOYEE SHALL (SUBJECT TO THE COMPANY'S
COMPLYING WITH THE REQUIREMENTS OF SECTION 9(C)) PROMPTLY PAY TO THE COMPANY THE
AMOUNT OF SUCH REFUND (TOGETHER WITH ANY INTEREST PAID OR CREDITED THEREON AFTER
TAXES APPLICABLE THERETO). IF, AFTER THE RECEIPT BY THE EMPLOYEE OF AN AMOUNT
ADVANCED BY THE COMPANY PURSUANT TO SECTION 9(C), A DETERMINATION IS MADE THAT
THE EMPLOYEE SHALL NOT BE ENTITLED TO ANY REFUND WITH RESPECT TO SUCH CLAIM AND
THE COMPANY DOES NOT NOTIFY THE EMPLOYEE IN WRITING OF ITS INTENT TO CONTEST
SUCH DENIAL OF REFUND PRIOR TO THE EXPIRATION OF 30 DAYS AFTER SUCH
DETERMINATION, THEN SUCH ADVANCE SHALL BE FORGIVEN AND SHALL NOT BE REQUIRED TO
BE REPAID TO THE COMPANY AND THE AMOUNT OF SUCH ADVANCE SHALL OFFSET, TO THE
EXTENT THEREOF, THE AMOUNT OF GROSS-UP PAYMENT REQUIRED TO BE PAID.
8
10.
CONFIDENTIAL INFORMATION.
(A)
COMPANY PROVIDED ACCESS TO CONFIDENTIAL INFORMATION.
IN
CONNECTION WITH EMPLOYEE'S EMPLOYMENT BY THE COMPANY AND IN RETURN FOR
EMPLOYEE'S PROMISES HEREIN, SPECIFICALLY INCLUDING THOSE IN SECTION 10(B), (C)
AND SECTION 13, THE COMPANY PROMISES TO PROVIDE THE EMPLOYEE AND DOES PROVIDE
THE EMPLOYEE UPON THE EXECUTION OF THIS AGREEMENT WITH THE COMPANY'S
CONFIDENTIAL INFORMATION INCLUDING, WITHOUT LIMITATION, INFORMATION PERTAINING
TO THE COMPANY'S PAST, CURRENT AND FUTURE BUSINESS PLANS, CORPORATE
OPPORTUNITIES, OPERATIONS, ACQUISITION, MERGER OR SALE STRATEGIES, MARKETING,
COST AND PRICING STRUCTURE, MARGINS, PROFITABILITY, PARTNERS, PARTNERSHIP OR
OTHER BUSINESS ARRANGEMENTS OR AGREEMENTS WITH THIRD PARTIES, CUSTOMERS,
CUSTOMER CONTRACTS, BOOKS, RECORDS AND DOCUMENTS, TECHNICAL INFORMATION
(INCLUDING, WITHOUT LIMITATION, FACILITY PLANS AND DESIGNS), EQUIPMENT AND
SERVICES (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
(B)
VALUE AND NON-DISCLOSURE/NON-USE OF CONFIDENTIAL INFORMATION.
EMPLOYEE ACKNOWLEDGES THAT THE COMPANY'S BUSINESS IS HIGHLY COMPETITIVE AND THAT
THE CONFIDENTIAL INFORMATION AND OPPORTUNITY TO DEVELOP RELATIONSHIPS WITH
COMPANY CUSTOMERS, CLIENTS, VENDORS OR PARTNERS PROMISED BY THE COMPANY ARE
VALUABLE, SPECIAL, AND UNIQUE ASSETS OF THE COMPANY WHICH THE COMPANY USES IN
ITS BUSINESS TO OBTAIN A COMPETITIVE ADVANTAGE OVER THE COMPANY'S COMPETITORS
WHICH DO NOT KNOW OR USE THIS INFORMATION.
EMPLOYEE