OR ARRANGEMENT SHALL LAPSE AND SUCH INCENTIVE
AWARD SHALL BECOME 100% VESTED, AND (II) ANY AND ALL STOCK OPTIONS AND STOCK
APPRECIATION RIGHTS ISSUED TO EMPLOYEE SHALL BECOME IMMEDIATELY EXERCISABLE AND
SHALL BECOME 100% VESTED.
(E)
IF, WITHIN SIXTY (60) DAYS AFTER A CHANGE
OF CONTROL, EITHER EMPLOYEE VOLUNTARILY TERMINATES HIS EMPLOYMENT WITH EMPLOYER
OR EMPLOYER TERMINATES EMPLOYEE'S EMPLOYMENT OTHER THAN FOR CAUSE, THEN EMPLOYER
SHALL PAY TO EMPLOYEE AN OUTPLACEMENT ASSISTANCE BENEFIT FOR THE PURPOSE OF
ASSISTING EMPLOYEE WITH COUNSELING, TRAVEL AND OTHER EXPENSES RELATED TO FINDING
NEW EMPLOYMENT.
SUCH AMOUNT SHALL BE PAID IN CASH IN THE AMOUNT SPECIFIED ON
SCHEDULE A ATTACHED HERETO.
SCHEDULE A MAY BE AMENDED FROM TIME TO TIME UPON
THE PARTIES' REVISION AND RE-EXECUTION THEREOF WHEREUPON THE AMENDED SCHEDULE A
SHALL BE ATTACHED HERETO; PROVIDED, HOWEVER, THE AMENDED SCHEDULE A SHALL BE
EFFECTIVE UPON SUCH RE-EXECUTION, WHETHER OR NOT IT IS ATTACHED HERETO.
8.
PROHIBITED PRACTICES
During the term of Employee's employment hereunder, and for a period of two (2)
years after such employment is terminated for any reason, in consideration of
the compensation being paid to Employee hereunder, Employee shall not:
(A)
SOLICIT BUSINESS FROM ANYONE WHO IS OR
BECOMES AN ACTIVE OR PROSPECTIVE CUSTOMER OF EMPLOYER OR ITS AFFILIATES AND WITH
WHOM EMPLOYEE DIRECTLY OR INDIRECTLY HAD DEALT WITH OR HAD MATERIAL CONTACT
DURING THE TERM OF HIS EMPLOYMENT UNDER THIS AGREEMENT OR ANY PREVIOUS AGREEMENT
WITH THE COMPANY, IF THE PURPOSE OF THE SOLICITATION IS TO INDUCE SUCH ACTIVE OR
PROSPECTIVE CUSTOMER TO PURCHASE PRODUCTS FROM ANOTHER COMPANY THAT ARE
SUBSTANTIALLY SIMILAR TO THE COMPANY'S PRODUCTS; AND
(B)
SOLICIT FOR EMPLOYMENT OR HIRE ANY EMPLOYEE
OF EMPLOYER OR ITS AFFILIATES THAT EMPLOYEE HAD CONTACT WITH DURING HIS TERM OF
EMPLOYMENT UNDER THIS AGREEMENT.
9.
NON-DISCLOSURE
(A)
PROTECTION OF TRADE SECRETS.
EMPLOYEE
ACKNOWLEDGES THAT DURING THE COURSE OF HIS EMPLOYMENT, EMPLOYEE WILL HAVE
SIGNIFICANT ACCESS TO, AND INVOLVEMENT WITH, THE COMPANY'S TRADE SECRETS AND
CONFIDENTIAL INFORMATION.
EMPLOYEE AGREES TO MAINTAIN IN STRICT CONFIDENCE AND,
EXCEPT AS NECESSARY TO PERFORM HIS DUTIES FOR THE COMPANY, EMPLOYEE AGREES NOT
TO USE OR DISCLOSE ANY TRADE SECRETS OF THE COMPANY DURING OR AFTER HIS
EMPLOYMENT.
EMPLOYEE AGREES THAT THE PROVISIONS OF THIS SUBSECTION SHALL BE
DEEMED SUFFICIENT TO PROTECT TRADE SECRETS OF THIRD PARTIES PROVIDED TO THE
COMPANY UNDER AN OBLIGATION OF SECRECY. AS PROVIDED BY GEORGIA STATUTES, "TRADE
SECRET" SHALL MEAN ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, TECHNICAL OR
NONTECHNICAL DATA, A FORMULA, A PATTERN, A COMPILATION, A PROGRAM, A DEVICE, A
METHOD, A TECHNIQUE, A DRAWING, A PROCESS, FINANCIAL DATA, FINANCIAL PLANS,
PRODUCT PLANS, OR A LIST OF ACTUAL OR POTENTIAL CUSTOMERS) THAT: (I) DERIVES
ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO,
4
AND NOT BEING READILY ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS WHO CAN
OBTAIN ECONOMIC VALUE FROM ITS DISCLOSURE OR USE; AND (II) IS THE SUBJECT OF
EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY.
(B)
PROTECTION OF OTHER CONFIDENTIAL
INFORMATION.
IN