CONTRACTS ENTERED
INTO PRIOR TO JANUARY 1, 2005 AND THREE (3) PERCENT OF REVENUES EARNED ON
CONTRACTS ENTERED INTO ON OR AFTER JANUARY 1, 2005. DURING CALENDAR YEAR 2007,
EMPLOYEE SHALL BE ENTITLED TO RECEIVE COMMISSIONS ON REVENUES EARNED ON
CONTRACTS WITH FEDERAL GOVERNMENT AGENCIES EQUAL TO TWO AND ONE HALF (2-1/2)
PERCENT OF REVENUES EARNED FOR CONTRACTS ENTERED INTO PRIOR TO JANUARY 1, 2005
AND THREE (3) PERCENT FOR CONTRACTS
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ENTERED INTO BETWEEN JANUARY 1, 2005 AND DECEMBER 31, 2007. HOWEVER, HOULDITCH
IS ENTITLED TO NO COMMISSIONS FOR REVENUES EARNED AFTER DECEMBER 31, 2007.
5.
INCENTIVE COMPENSATION PLAN. EFFECTIVE JANUARY 1, 2003, PARAGRAPH
5 "PARTICIPATION IN TGI'S INCENTIVE COMPENSATION PLAN" IS HEREBY AMENDED TO READ
AS FOLLOWS: "PARTICIPATION IN TGI'S INCENTIVE COMPENSATION PLAN. HOULDITCH
ACKNOWLEDGES THAT DURING THE TERM OF THIS AGREEMENT, HE IS NOT ENTITLED TO
PARTICIPATE IN TGI'S INCENTIVE COMPENSATION PLAN."
6.
BUSINESS INTERESTS AND OBLIGATIONS.
6.1
DEFINITIONS. THE FOLLOWING DEFINITIONS ARE USED HEREIN:
6.1.1
TRADE SECRETS MEANS ANY TECHNICAL INFORMATION AND BUSINESS
INFORMATION THAT GENERALLY FACILITATES THE SALE OF PRODUCTS, INCREASES REVENUES,
OR PROVIDES AN ADVANTAGE OVER THE COMPETITION (HEREINAFTER REFERRED TO
COLLECTIVELY AS PROPRIETARY INFORMATION AND IS NOT GENERALLY KNOWN, AND IS
IDENTIFIED AS SUCH.
6.1.2
KNOW-HOW MEANS ALL FACTUAL KNOWLEDGE AND INFORMATION RELATED TO TGI'S
BUSINESS WHICH IS NOT CAPABLE OF PRECISE, SEPARATE DESCRIPTION BUT WHICH, IN
ACCUMULATED FORM, AFTER BEING ACQUIRED AS A RESULT OF TRIAL AND ERROR, GIVES TO
THE ONE ACQUIRING IT THE ABILITY TO PRODUCE AND MARKET SOMETHING WHICH ONE WOULD
OTHERWISE NOT HAVE KNOWN HOW TO PRODUCE AND MARKET WITH THE SAME ACCURACY OR
PRECISION NECESSARY FOR COMMERCIAL SUCCESS, PROVIDED, HOWEVER, THAT SUCH
KNOWLEDGE AND INFORMATION IS NOT IN THE PUBLIC DOMAIN OR READILY AVAILABLE TO
ANY THIRD PARTY OTHER THAN A LIMITED NUMBER OF PERSONS WHO HAVE AGREED TO KEEP
THAT INFORMATION SECRET.
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6.1.3
CONFIDENTIAL INFORMATION IS INFORMATION ACQUIRED BY EMPLOYEE IN THE
COURSE AND SCOPE OF HIS ACTIVITIES FOR TGI THAT IS DESIGNATED BY COMPANY AS
CONFIDENTIAL OR THAT TGI INDICATES THROUGH ITS POLICIES, PROCEDURES, OR OTHER
INSTRUCTIONS SHOULD NOT BE DISCLOSED TO ANYONE OUTSIDE TGI EXCEPT THROUGH
CONTROLLED MEANS. CONFIDENTIAL INFORMATION NEED NOT BE A TRADE SECRET,
PROPRIETARY INFORMATION OR KNOW-HOW TO BE PROTECTED UNDER THIS AGREEMENT. THE
PARTIES SPECIFICALLY AGREE THAT, REGARDLESS OF ITS AFFECT ON TRADE SECRET
STATUS, THE CONTROLLED AND LIMITED DISCLOSURE OF CONFIDENTIAL INFORMATION TO
THIRD PARTIES FOR LEGITIMATE BUSINESS PURPOSES AND THE AVAILABILITY OF THE
CONFIDENTIAL INFORMATION TO OTHERS OUTSIDE TGI THROUGH INDEPENDENT INVESTIGATION
AND EFFORT WILL NOT REMOVE IT FROM PROTECTED STATUS AS CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT IF EMPLOYEE WAS FIRST ENTRUSTED WITH THE CONFIDENTIAL
INFORMATION WHILE EMPLOYED WITH TGI.
6.1.4
COMPANY INFORMATION MEANS TRADE SECRETS, PROPRIETARY INFORMATION,
KNOW-HOW AND CONFIDENTIAL INFORMATION (RECOGNIZING THAT CERTAIN INFORMATION AND
MATERIAL WILL FALL INTO MULTIPLE CATEGORIES), INCLUDING, WITHOUT LIMITATION, THE
INFORMATION GATHERING TECHNIQUES AND PROCESSES OF TGI AND ITS AFFILIATES,
INFORMATION CONCERNING TGI'S CUSTOMERS AND SUPPLIERS,
INTERNALLY CREATED CLIENT
LISTS AND ASSOCIATED SALES DATA AND PRICING ARRANGEMENTS, AND