DELIVERED TO THE
COMPANY WITHIN 45 DAYS AFTER THE OCCURRENCE (OR, 15 DAYS AFTER THE DATE UPON
WHICH EXECUTIVE IS AWARE, AFTER DUE INQUIRY, OF SUCH BREACH, IF LATER) OF ANY
SUCH MATERIAL BREACH IN ORDER FOR EXECUTIVE'S RESIGNATION WITH GOOD REASON TO BE
EFFECTIVE HEREUNDER, PROVIDED THAT IN EACH CASE OF CLAUSES (I), (II) OR (III) OF
THIS PARAGRAPH 6(I), EXECUTIVE DID NOT GIVE PRIOR WRITTEN CONSENT, WHICH CONSENT
MAY BE WITHHELD IN EXECUTIVE'S SOLE DISCRETION.
7.
CONFIDENTIAL INFORMATION.
(A)
UNLESS OTHERWISE REQUIRED BY LAW OR JUDICIAL PROCESS, EXECUTIVE
SHALL KEEP CONFIDENTIAL ALL CONFIDENTIAL INFORMATION KNOWN TO EXECUTIVE
CONCERNING THE COMPANY, ITS SUBSIDIARIES, OR ITS AFFILIATES AND THEIR RESPECTIVE
BUSINESSES DURING THE EMPLOYMENT PERIOD AND FOR THE SHORTER OF THREE (3) YEARS
FOLLOWING THE TERMINATION OF THE EMPLOYMENT PERIOD OR UNTIL SUCH INFORMATION IS
PUBLICLY DISCLOSED BY THE COMPANY OR OTHERWISE BECOMES PUBLICLY DISCLOSED OTHER
THAN THROUGH EXECUTIVE'S ACTIONS; PROVIDED THAT EXECUTIVE SHALL PROVIDE NOTICE
TO THE COMPANY IN ADVANCE OF ANY DISCLOSURE REQUIRED BY LAW OR JUDICIAL PROCESS
IN A TIMELY MANNER TO PERMIT THE COMPANY TO OPPOSE SUCH COMPELLED DISCLOSURE.
6
(B)
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL
MEAN PROPRIETARY INFORMATION OF THE COMPANY, ITS SUBSIDIARIES OR ITS AFFILIATES
OF ANY NATURE AND IN ANY FORM OR INFORMATION ABOUT THE COMPANY'S, ITS
SUBSIDIARIES' OR ITS AFFILIATES' BUSINESS, OPERATIONS, STRATEGY, PERSONNEL OR
PLANS WHICH IS NOT MADE PUBLICLY AVAILABLE BY THE COMPANY, ITS SUBSIDIARIES OR
ITS AFFILIATES, EXCEPT FOR INFORMATION INDEPENDENTLY DEVELOPED BY EXECUTIVE
WITHOUT ANY USE OF CONFIDENTIAL INFORMATION OR WHICH WAS AT THE TIME OF
DISCLOSURE TO EXECUTIVE PART OF THE PUBLIC DOMAIN OR THEREAFTER BECOMES
GENERALLY PART OF THE PUBLIC DOMAIN OTHER THAN THROUGH EXECUTIVE'S ACTIONS, OR
WHICH EXECUTIVE CAN DEMONSTRATE WAS LAWFULLY IN EXECUTIVE'S POSSESSION PRIOR TO
DISCLOSURE TO EXECUTIVE BY THE COMPANY OR WAS LAWFULLY RECEIVED BY EXECUTIVE
AFTER DISCLOSURE FROM A THIRD PARTY. FOR THE AVOIDANCE OF DOUBT, AFTER THE
NON-COMPETE PERIOD DEFINED BELOW, OR IF THE COMPANY SHALL NOT MAKE THE WRITTEN
ELECTION PROVIDED FOR IN PARAGRAPHS 8(B)(I) OR 8(B)(II) BELOW, AS APPLICABLE,
THE PROVISIONS OF PARAGRAPH 7(A) SHALL NOT BE CONSTRUED TO PREVENT EXECUTIVE
FROM TAKING ANY EMPLOYMENT ON GROUNDS THAT EXECUTIVE POSSESSES GENERAL OR
SPECIFIC KNOWLEDGE OF ANY SUCH CONFIDENTIAL INFORMATION.
(C)
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON,
EXECUTIVE SHALL RETURN ALL PROPERTY BELONGING TO THE COMPANY, ITS SUBSIDIARIES
OR ITS AFFILIATES, AS APPLICABLE, INCLUDING ANY AND ALL CONFIDENTIAL INFORMATION
IN EXECUTIVE'S POSSESSION OR UNDER HIS CONTROL.
8.
NON-COMPETE
(A)
EXECUTIVE AGREES THAT DURING THE EMPLOYMENT PERIOD AND FOR A
PERIOD OF ONE (1) YEAR THEREAFTER (THE "NON-COMPETE PERIOD"), EXECUTIVE SHALL
NOT, DIRECTLY OR INDIRECTLY, AS A PRINCIPAL, OFFICER, DIRECTOR, EMPLOYEE OR IN
ANY OTHER CAPACITY WHATSOEVER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY,
ENGAGE IN, OR BE OR BECOME INTERESTED OR ACQUIRE ANY OWNERSHIP OF ANY KIND IN,
OR BECOME ASSOCIATED WITH, OR MAKE LOANS OR ADVANCE PROPERTY TO ANY PERSON
ENGAGED IN OR ABOUT TO ENGAGE IN, ANY BUSINESS ACTIVITY THAT