by the persons who held
the Parent's or the Corporation's securities immediately before such
transaction.
The definition of Change in Control in this Section 12(g) shall be substituted
for the definition of "Uninvited Change in Corporate Control" in the Parent's
1995 Long-Term Incentive Plan for purposes of Executive's stock options granted
hereunder.
In addition, notwithstanding anything to the contrary in the
Parent's 1995 Long-Term Incentive Plan, none of the Executive's stock options
granted hereunder shall be divested for purposes of the excise tax referred to
in Section 12(e).
12
FOURTH PART:
CONFIDENTIAL INFORMATION AND NON-DISCLOSURE, RESTRICTIONS ON ACTIVITIES OF THE
EXECUTIVE, REMEDIES, SEVERABILITY, SUCCESSORS, MISCELLANEOUS PROVISIONS,
SIGNATURE PAGE
SECTION 13.
CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
(A)
UNLESS REQUIRED OR OTHERWISE PERMITTED BY
LAW OR AS MAY BE NECESSARY IN THE ORDINARY COURSE OF PERFORMING EXECUTIVE'S
DUTIES UNDER THIS AGREEMENT, THE EXECUTIVE SHALL KEEP CONFIDENTIAL AND SHALL NOT
DISCLOSE TO OTHERS, INCLUDING PRESENT OR FORMER EMPLOYEES OF THE PARENT, THE
CORPORATION AND THEIR RESPECTIVE AFFILIATES, ANY INFORMATION DESCRIBED BELOW
DURING AND AFTER THE TERM:
(1)
"CONFIDENTIAL INFORMATION".
AS USED IN
THIS AGREEMENT, "CONFIDENTIAL INFORMATION" INCLUDES, BUT IS NOT LIMITED TO THE
FOLLOWING WITH RESPECT TO THE PARENT, THE CORPORATION AND THEIR RESPECTIVE
AFFILIATES:
(A) WEEKLY SALES AND WAGE DATA, (B) PROFITABILITY DATA,
(C) FINANCIAL PLANNING AND FORECASTING DATA, (D) SALES REPORTS, INCLUDING
PHARMACY PRESCRIPTION AND SALES VOLUME, (E) INDIVIDUAL STORE AND COLLECTIVE
GROSS PROFIT INFORMATION, (F) EXPENSE DATA, (G) RETURN-ON-INVESTMENT DATA,
(H) RETURN-ON-ASSET DATA, (I) BONUS PLANS AND REPORTS, (J) WAREHOUSE
DISTRIBUTION COSTS, (K) INFORMATION AND RELATED DATA REGARDING ANY PROJECT OR
PROGRAM, (L) COST-BENEFIT ANALYSIS REGARDING PHARMACY DISTRIBUTION, (M) STORE
AND PHARMACY INVENTORY DATA, (N) PHARMACY PURCHASE DATA, (O) INFORMATION
REGARDING PHARMACY AUTOMATED DISPENSING SYSTEM(S) AND ROBOTIC TECHNOLOGY,
(P) CORPORATE STRATEGIC PLANNING INFORMATION, (Q) PHARMACY PRESCRIPTION
PROCESSING SYSTEM, (R) COMPUTER PROGRAMS AND KNOW HOW, (S) BUSINESS AND
MARKETING PLANS AND STRATEGIES, AND (T) UNPUBLISHED FINANCIAL STATEMENTS,
BUDGETS, PROJECTIONS, PRICES, COSTS AND CUSTOMER LISTS WHETHER DEVELOPED BEFORE
OR AFTER THE DATE OF THIS AGREEMENT;
(2)
"TRADE SECRETS" OF THE PARENT, THE
CORPORATION AND THEIR RESPECTIVE AFFILIATES, AS DEFINED UNDER THE UNIFORM TRADE
SECRETS ACT, CALIFORNIA CIVIL CODE SECTION 3426.1;
(3)
ANY INFORMATION THAT AFFORDS THE PARENT,
THE CORPORATION OR THEIR RESPECTIVE AFFILIATES A COMPETITIVE ADVANTAGE IN THE
RETAIL INDUSTRY;
(4)
PROPRIETARY INFORMATION OF THE PARENT, THE
CORPORATION AND THEIR RESPECTIVE AFFILIATES INCLUDING BUT NOT LIMITED TO,
SUPPLIER LISTS, PRODUCT MARKETING OR ANY OTHER INFORMATION OBTAINED BY THE
EXECUTIVE DURING HIS EMPLOYMENT WITH THE PARENT, THE CORPORATION OR THEIR
RESPECTIVE AFFILIATES; AND
(5)
INFORMATION WITH RESPECT TO ACQUISITIONS
AND MERGERS OR SALES OR OTHER DISPOSITIONS OF BUSINESSES OR MATERIAL ASSETS BY,
OF OR WITH THE PARENT, THE CORPORATION OR THEIR RESPECTIVE AFFILIATES.
(B)
THE PROVISIONS OF THIS SECTION 13 SHALL NOT
APPLY TO (I) INFORMATION WHICH IS GENERALLY KNOWN WITHIN THE INDUSTRY OR IN THE
PUBLIC DOMAIN PRIOR TO THE DATE OF THIS AGREEMENT, (II)
13
INFORMATION WHICH, NOT AS A RESULT OF THE DISCLOSURE BY THE EXECUTIVE, BECOMES
PART OF