ENTITLED TO ALL BENEFITS PROVIDED
TO HIM UNDER THE PRACTICES OF THE CORPORATION AS IN EFFECT IMMEDIATELY PRIOR TO
THE COMMENCEMENT DATE.
(B)
VACATION AND HOLIDAYS.
THE EXECUTIVE SHALL
BE ENTITLED TO THE NUMBER OF WEEKS OF VACATION DURING EACH YEAR OF THIS
AGREEMENT PER THE FORMULA DETERMINED BY THE EXISTING POLICIES OF THE
CORPORATION, OR SUCH GREATER PERIOD AS THE BOARD MAY APPROVE, AND TO THE PAID
HOLIDAYS GIVEN BY THE CORPORATION TO ITS EMPLOYEES GENERALLY, WITHOUT REDUCTION
IN SALARY OR OTHER BENEFITS.
7.
COVENANTS OF THE EXECUTIVE.
IN ORDER
TO INDUCE THE CORPORATION TO ENTER INTO THIS AGREEMENT, THE EXECUTIVE HEREBY
AGREES AS FOLLOWS:
(A)
CONFIDENTIALITY.
EXCEPT FOR AND ON BEHALF
OF THE CORPORATION WITH THE CONSENT OF OR AS DIRECTED BY THE BOARD, THE
EXECUTIVE SHALL KEEP CONFIDENTIAL AND SHALL NOT DIVULGE TO ANY OTHER PERSON OR
ENTITY, DURING THE TERM OF EMPLOYMENT OR THEREAFTER, ANY OF THE BUSINESS SECRETS
OR OTHER CONFIDENTIAL INFORMATION REGARDING THE PARENT AND ITS SUBSIDIARIES
WHICH HAS NOT OTHERWISE BECOME PUBLIC KNOWLEDGE; PROVIDED, HOWEVER, THAT NOTHING
IN THIS AGREEMENT SHALL PRECLUDE THE EXECUTIVE FROM DISCLOSING INFORMATION
(I) TO AN APPROPRIATE EXTENT TO PARTIES RETAINED TO PERFORM SERVICES FOR THE
PARENT OR ITS SUBSIDIARIES OR (II) UNDER ANY OTHER CIRCUMSTANCES TO THE EXTENT
SUCH DISCLOSURE IS, IN THE REASONABLE JUDGMENT OF THE EXECUTIVE, APPROPRIATE OR
NECESSARY TO FURTHER THE BEST INTERESTS OF THE CORPORATION OR ITS SUBSIDIARIES
OR (III) AS MAY BE REQUIRED BY LAW, LEGAL PROCESS OR SUBPOENA.
(B)
RECORDS.
ALL PAPERS, BOOKS AND RECORDS OF
EVERY KIND AND DESCRIPTION RELATING TO THE BUSINESS AND AFFAIRS OF THE PARENT
AND ITS SUBSIDIARIES, WHETHER OR NOT PREPARED BY THE EXECUTIVE, OTHER THAN
PERSONAL NOTES PREPARED BY OR AT THE DIRECTION OF THE EXECUTIVE, SHALL BE THE
SOLE AND EXCLUSIVE PROPERTY OF THE CORPORATION, AND THE EXECUTIVE SHALL
SURRENDER THEM TO THE CORPORATION AT ANY TIME UPON REQUEST BY THE BOARD.
(C)
NON-COMPETITION.
THE EXECUTIVE HEREBY
AGREES WITH THE CORPORATION THAT DURING THE TERM OF HIS EMPLOYMENT HEREUNDER,
AND IN CERTAIN INSTANCES, AS PROVIDED BELOW, FOR A PERIOD FOLLOWING TERMINATION
OF HIS EMPLOYMENT HEREUNDER, HE SHALL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN, OR
BE EMPLOYED BY, OR ACT AS A CONSULTANT TO, OR BE A DIRECTOR, OFFICER, OWNER OR
PARTNER OF, OR ACQUIRE A SUBSTANTIAL INTEREST IN, ANY BUSINESS ACTIVITY OR
ENTITY WHICH COMPETES SIGNIFICANTLY WITH THE PARENT OR ANY OF ITS SUBSIDIARIES,
PROVIDED, HOWEVER, THAT AS TO THE PERIOD AFTER TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT HEREUNDER, THE RESTRICTIVE COVENANTS SET FORTH IN THIS
SECTION 7(C) SHALL APPLY ONLY IN THE CASE OF TERMINATIONS WITHOUT CAUSE OR
RESIGNATIONS FOR GOOD REASON AND THEN ONLY FOR A PERIOD BEGINNING ON THE DATE OF
TERMINATION AND ENDING, AS APPLICABLE, EIGHTEEN (18) MONTHS OR TWENTY-FOUR (24)
MONTHS LATER (WHICH PERIOD WILL BE BASED THE APPLICABLE MULTIPLIER PURSUANT TO
SUBSECTION (II) OF SECTION 9(B) OF THIS AGREEMENT);
(D)
NON-SOLICITATION.
DURING THE TIME PERIOD
AFTER TERMINATION (IF ANY) DURING WHICH THE EXECUTIVE IS SUBJECT TO THE
NONCOMPETITION COVENANTS OF