SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY AND ITS AFFILIATES, AND THAT DISCLOSURE OF CONFIDENTIAL
INFORMATION WOULD CAUSE DAMAGE TO THE COMPANY AND ITS AFFILIATES.
YOU SHALL NOT
AT ANY TIME DISCLOSE OR AUTHORIZE ANYONE ELSE TO DISCLOSE ANY CONFIDENTIAL
INFORMATION OR PROPRIETARY INFORMATION THAT IS (I) DISCLOSED TO OR KNOWN BY YOU
AS A RESULT OR CONSEQUENCE OF OR THROUGH YOUR EMPLOYMENT WITH THE COMPANY,
(II) NOT PUBLICLY OR GENERALLY KNOWN OUTSIDE THE COMPANY AND (III) RELATES IN
ANY MANNER TO THE COMPANY'S BUSINESS.
(B)
NON-COMPETITION.
YOU UNDERSTAND THAT YOU
MAY BE EXPOSED TO CONFIDENTIAL INFORMATION AND TRADE SECRETS OF THE COMPANY OR
ITS CUSTOMERS, INCLUDING (WITHOUT LIMITATION) INTIMATE KNOWLEDGE OF CUSTOMERS,
SUPPLIER REQUIREMENTS, BUSINESS PROCEDURES, PRICE LISTS, FINANCIAL DATA, RECORDS
AND CUSTOMER LISTS (HEREINAFTER CALLED "CONFIDENTIAL INFORMATION").
CONFIDENTIAL INFORMATION HAS BEEN AND WILL CONTINUE TO BE DEVELOPED FOR THE
COMMERCIAL ADVANTAGE AND AT THE EXPENSE OF THE COMPANY AND IT IS IMPORTANT TO
THE COMPANY TO MAINTAIN THE PROPRIETARY AND CONFIDENTIAL NATURE OF CONFIDENTIAL
INFORMATION TO THE FULLEST EXTENT POSSIBLE.
UPON TERMINATION OF AFFILIATION FOR
ANY REASON, YOU SHALL NOT TAKE ANY NOTES, MANUALS, RECORDS, CHARTS, CUSTOMER OR
SUPPLIER LISTS OR OTHER DOCUMENTS OR THINGS CONTAINING IN WHOLE OR IN PART ANY
OF THE COMPANY'S CONFIDENTIAL INFORMATION.
ALL CONFIDENTIAL INFORMATION SHALL,
UPON TERMINATION OF AFFILIATION, BE RETURNED TO THE COMPANY.
(C)
NON-DISPARAGEMENT.
FOR A CONTINUOUS
UNINTERRUPTED PERIOD OF ONE (1) YEAR AFTER YOUR TERMINATION OF AFFILIATION
REGARDLESS OF THE REASON THEREOF, YOU WILL NOT DIRECTLY OR INDIRECTLY, OR
THROUGH, ON BEHALF OF, OR IN CONJUNCTION WITH ANY PERSON, PERSONS, PARTNERSHIP,
CORPORATION, OR OTHER BUSINESS ASSOCIATION, MAKE ANY STATEMENT OR DISCLOSURE
THAT DISPARAGES THE COMPANY OR ANY OF ITS AFFILIATES AND IS INTENDED OR
REASONABLY LIKELY TO RESULT IN MATERIAL HARM TO THE COMPANY OR ANY OF ITS
AFFILIATES, PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SUBSECTION (I) SHALL
NOT APPLY TO YOUR TESTIMONY AS A WITNESS, COMPLIANCE WITH OTHER LEGAL
OBLIGATIONS, YOUR ASSERTION OR DEFENSE AGAINST ANY CLAIM OF BREACH OF THIS
AGREEMENT, OR
3
STATEMENTS OR DISCLOSURES TO
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND (II) SHALL NOT REQUIRE
FALSE STATEMENTS OR DISCLOSURES TO BE MADE.
(D)
REMEDY.
YOU UNDERSTAND AND AGREE THAT
IRREPARABLE HARM WILL RESULT FROM ANY BREACH OF THIS SECTION 8 AND MONETARY
DAMAGES WILL NOT PROVIDE ADEQUATE RELIEF OR REMEDY.
ACCORDINGLY, YOU AND
COMPANY SPECIFICALLY AGREE THAT, IN THE EVENT THAT YOU SHALL BREACH ANY OF YOUR
OBLIGATIONS UNDER THIS SECTION 8, THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE
RELIEF AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SHALL
BE ALLOWED TO PURSUE ANY AND ALL REMEDIES IT MAY HAVE AT LAW OR IN EQUITY FOR
SUCH BREACH.
9.
NO SPECIAL EMPLOYMENT RIGHTS.
NEITHER THE GRANTING NOR THE
VESTING OF THE RESTRICTED SHARES UNDER THIS AGREEMENT SHALL BE CONSTRUED TO
CONFER UPON YOU ANY RIGHT WITH RESPECT TO THE CONTINUATION OF YOUR EMPLOYMENT BY
THE COMPANY (OR ANY AFFILIATE OF THE COMPANY) OR INTERFERE IN ANY WAY