THE TERMINATION OF EMPLOYMENT AS
DESCRIBED IN THIS SECTION 6(D) OCCURS. IN SUCH CASE, YOU AND YOUR FAMILY SHALL
BE REQUIRED TO PAY THE COSTS OF SUCH COVERAGE TO THE EXTENT YOU AND YOUR FAMILY
CONTINUE PARTICIPATION. YOUR ADDITIONAL LIFE INSURANCE BENEFITS PROVIDED IN
SECTION 4(E) SHALL CONTINUE DURING THE TWENTY-FOUR (24) CALENDAR MONTHS AND
SHALL BE PAID AS PROVIDED IN SECTION 4(E).
(e)
In the event that You have a Termination of
Employment by the Company for Cause or by You for reasons other than a breach of
this Agreement by the Company, the Company will have no obligations to pay You
any amount beyond the effective date of such Termination of Employment whether
as Base Salary, Target Bonus Payment or otherwise or to provide You with any
benefits arising hereunder or otherwise except as required by law.
7.
CONFIDENTIAL INFORMATION AND TRADE
SECRETS. YOU ACKNOWLEDGE THAT THE NATURE OF YOUR ENGAGEMENT BY THE COMPANY IS
SUCH THAT YOU SHALL HAVE ACCESS TO THE CONFIDENTIAL INFORMATION AND THE TRADE
SECRETS, EACH OF WHICH HAS GREAT VALUE TO THE COMPANY, PROVIDES THE COMPANY A
COMPETITIVE ADVANTAGE, AND CONSTITUTES THE FOUNDATION UPON WHICH THE BUSINESS OF
THE COMPANY IS BASED. YOU AGREE TO HOLD ALL OF THE CONFIDENTIAL INFORMATION AND
THE TRADE SECRETS IN CONFIDENCE AND TO NOT USE, DISCLOSE, PUBLISH OR OTHERWISE
DISSEMINATE ANY OF SUCH CONFIDENTIAL INFORMATION AND THE TRADE SECRETS TO ANY
OTHER PERSON, EXCEPT TO THE EXTENT SUCH DISCLOSURE IS (I) NECESSARY TO THE
PERFORMANCE OF THIS AGREEMENT AND IN FURTHERANCE OF THE COMPANY'S BEST
INTERESTS, (II) REQUIRED BY APPLICABLE LAW, (III) AS A RESULT OF PORTIONS OF THE
CONFIDENTIAL INFORMATION AND/OR THE TRADE SECRETS BECOMING LAWFULLY OBTAINABLE
FROM OTHER SOURCES, (IV) AUTHORIZED IN WRITING BY THE COMPANY, OR (V) NECESSARY
TO ENFORCE THIS AGREEMENT. THE RESTRICTIONS SET FORTH IN THIS SECTION 7 SHALL
REMAIN IN FULL FORCE AND EFFECT (A) WITH RESPECT TO THE CONFIDENTIAL
INFORMATION, FOR THE THREE (3) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF YOUR
TERMINATION OF EMPLOYMENT, AND WITH RESPECT TO THE TRADE SECRETS, UNTIL THE
TRADE SECRETS NO LONGER RETAIN THEIR STATUS OR QUALIFY AS TRADE SECRETS UNDER
APPLICABLE LAW. UPON YOUR TERMINATION OF EMPLOYMENT, YOU SHALL DELIVER TO THE
COMPANY ALL DOCUMENTS, RECORDS, NOTEBOOKS, WORK PAPERS, AND ALL SIMILAR MATERIAL
CONTAINING CONFIDENTIAL INFORMATION AND TRADE SECRETS, WHETHER PREPARED BY YOU,
THE COMPANY OR ANYONE ELSE.
8.
INVENTIONS AND PATENTS. ALL INVENTIONS,
DESIGNS, IMPROVEMENTS, PATENTS, COPYRIGHTS AND DISCOVERIES CONCEIVED BY YOU
DURING THE TERM OF THIS AGREEMENT WHICH ARE USEFUL IN OR DIRECTLY OR INDIRECTLY
RELATE TO THE BUSINESS OF THE COMPANY OR TO ANY EXPERIMENTAL WORK CARRIED ON BY
THE COMPANY, SHALL BE THE PROPERTY OF THE COMPANY. YOU AGREE TO PROMPTLY AND
FULLY DISCLOSE TO THE COMPANY ALL SUCH INVENTIONS, DESIGNS, IMPROVEMENTS,
PATENTS, COPYRIGHTS AND DISCOVERIES (WHETHER DEVELOPED INDIVIDUALLY OR WITH
OTHER PERSONS) AND AT THE COMPANY'S EXPENSE, TO TAKE ALL STEPS NECESSARY AND
REASONABLY REQUIRED TO ASSURE THE COMPANY'S OWNERSHIP THEREOF AND TO ASSIST THE
COMPANY IN PROTECTING