ATTACHMENT OR GARNISHMENT.
EXCEPT AS PERMITTED BY SECTION
409A, ANY DEFERRED COMPENSATION
7
(WITHIN THE MEANING OF SECTION 409A) PAYABLE TO OR FOR THE BENEFIT OF EXECUTIVE
UNDER ANY COMPANY PLAN MAY NOT BE REDUCED BY, OR OFFSET AGAINST, ANY AMOUNT
OWING BY EXECUTIVE TO THE COMPANY OR ANY AFFILIATE THEREOF.
ARTICLE II
EXECUTIVE COVENANTS
2.1
RELEASE; COVENANTS.
AS A CONDITION OF OBTAINING BENEFITS UNDER
THIS AGREEMENT, EXECUTIVE WILL BE REQUIRED TO (A) WITHIN FORTY-FIVE (45) DAYS
FOLLOWING TERMINATION OF EMPLOYMENT EXECUTE AND DELIVER TO COMPANY A GENERAL
RELEASE OF CLAIMS AGAINST COMPANY IN SUCH FORM AS MAY BE REQUIRED BY COMPANY AND
(B) COMPLY WITH THE COVENANTS SET FORTH IN THIS ARTICLE II.
IN THE EVENT THAT
EXECUTIVE FAILS TO EXECUTE AND DELIVER SUCH GENERAL RELEASE WITHIN SUCH
FORTY-FIVE-DAY PERIOD OR REVOKES SUCH GENERAL RELEASE (BUT ONLY TO THE EXTENT
REVOCATION IS PERMITTED UNDER THE TERMS OF SUCH GENERAL RELEASE), THEN EXECUTIVE
WILL FORFEIT ALL ENTITLEMENT TO ANY PAYMENT, BENEFIT OR OTHER AMOUNT HEREUNDER.
EXECUTIVE'S FAILURE TO COMPLY WITH THE COVENANTS OF THIS ARTICLE II WILL BE
GOVERNED BY SECTION 2.7 AND ARTICLE III.
2.2
CONFIDENTIAL INFORMATION.
COMPANY PROMISES TO DISCLOSE TO
EXECUTIVE AND EXECUTIVE ACKNOWLEDGES THAT IN AND AS A RESULT OF HIS OR HER
EMPLOYMENT WITH COMPANY, HE OR SHE WILL RECEIVE, MAKE USE OF, ACQUIRE, HAVE
ACCESS TO AND/OR BECOME FAMILIAR WITH VARIOUS TRADE SECRETS AND PROPRIETARY AND
CONFIDENTIAL INFORMATION OF COMPANY AND ITS AFFILIATES, INCLUDING, BUT NOT
LIMITED TO, PROCESSES, COMPUTER PROGRAMS, COMPILATIONS OF INFORMATION, RECORDS,
FINANCIAL INFORMATION, SALES REPORTS, SALES PROCEDURES, CUSTOMER REQUIREMENTS,
PRICING TECHNIQUES, CUSTOMER LISTS, METHODS OF DOING BUSINESS, IDENTITIES,
LOCATIONS, PERFORMANCE AND COMPENSATION LEVELS OF EMPLOYEES AND OTHER
CONFIDENTIAL INFORMATION WHICH ARE OWNED BY COMPANY AND/OR ITS AFFILIATES AND
REGULARLY USED IN THE OPERATION OF ITS BUSINESS, AND AS TO WHICH COMPANY AND/OR
ITS AFFILIATES TAKE PRECAUTIONS TO PREVENT DISSEMINATION TO PERSONS OTHER THAN
CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY, "TRADE SECRETS").
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE TRADE SECRETS:
(A)
ARE SECRET AND NOT KNOWN IN THE INDUSTRY;
(B)
GIVE COMPANY OR ITS AFFILIATES AN ADVANTAGE OVER COMPETITORS WHO
DO NOT KNOW OR USE THE TRADE SECRETS;
(C)
ARE OF SUCH VALUE AND NATURE AS TO MAKE IT REASONABLE AND
NECESSARY TO PROTECT AND PRESERVE THE CONFIDENTIALITY AND SECRECY OF THE TRADE
SECRETS; AND
(D)
ARE VALUABLE, SPECIAL AND UNIQUE ASSETS OF COMPANY OR ITS
AFFILIATES, THE DISCLOSURE OF WHICH COULD CAUSE SUBSTANTIAL INJURY AND LOSS OF
PROFITS AND GOODWILL TO COMPANY OR ITS AFFILIATES.
Executive promises not to use in any way or disclose any of the Trade Secrets,
directly or indirectly, either during or after his or her employment by Company,
except as required in the course of his or her employment, if required in
connection with a judicial or administrative proceeding, or if the information
becomes public knowledge other than as a result of an unauthorized disclosure by
Executive.
All files, records, documents, information, data compilations and
similar items containing non-public and confidential information relating to