WITHIN THIRTY (30) DAYS AFTER
SUCH GROUNDS EXIST AND GRANT THE COMPANY THIRTY (30) DAYS FROM RECEIPT OF SUCH
NOTICE TO REMEDY OR OTHERWISE REMOVE THE GROUNDS SUPPORTING EXECUTIVE'S
RESIGNATION FOR GOOD REASON.
5.
CONFIDENTIAL INFORMATION.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE SECRETS) OBTAINED BY HIM
WHILE EMPLOYED BY THE COMPANY AND ITS SUBSIDIARIES CONCERNING THE BUSINESS OR
AFFAIRS OF THE COMPANY, OR ANY OF ITS SUBSIDIARIES, ("CONFIDENTIAL INFORMATION")
ARE THE PROPERTY OF THE COMPANY OR SUCH SUBSIDIARY.
THEREFORE, EXECUTIVE AGREES
THAT HE SHALL NOT DISCLOSE TO ANY PERSON OR ENTITY OR USE FOR HIS OWN PURPOSES
ANY CONFIDENTIAL INFORMATION OR ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OF
OTHER PERSONS OR ENTITIES IN THE POSSESSION OF THE COMPANY AND ITS SUBSIDIARIES
("THIRD PARTY INFORMATION") (OTHER THAN IN THE ORDINARY COURSE OF PERFORMING HIS
DUTIES FOR THE COMPANY), WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, EITHER
DURING OR AFTER HIS EMPLOYMENT WITH THE COMPANY, UNLESS AND TO THE EXTENT THAT
THE CONFIDENTIAL INFORMATION OR THIRD PARTY INFORMATION BECOMES GENERALLY KNOWN
TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S
ACTS OR OMISSIONS.
EXECUTIVE SHALL DELIVER TO THE COMPANY AT THE TERMINATION OF
THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME
5
THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER
FILES, DISKS AND TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND
COPIES THEREOF) EMBODYING OR RELATING TO THIRD PARTY INFORMATION, CONFIDENTIAL
INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE COMPANY, OR
ANY OF ITS SUBSIDIARIES, WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
EXECUTIVE SHALL BE PROHIBITED FROM USING OR
DISCLOSING ANY CONFIDENTIAL INFORMATION OR TRADE SECRETS THAT EXECUTIVE MAY HAVE
LEARNED THROUGH ANY PRIOR EMPLOYMENT.
IF AT ANY TIME DURING THE EMPLOYMENT
PERIOD, EXECUTIVE BELIEVES HE IS BEING ASKED TO ENGAGE IN WORK THAT WILL, OR
WILL BE LIKELY TO, JEOPARDIZE ANY CONFIDENTIALITY OR OTHER OBLIGATIONS EXECUTIVE
MAY HAVE TO FORMER EMPLOYERS, EXECUTIVE SHALL IMMEDIATELY ADVISE THE COMPANY'S
PRESIDENT AND CHIEF EXECUTIVE OFFICER SO THAT EXECUTIVE'S DUTIES CAN BE MODIFIED
APPROPRIATELY.
EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT EXECUTIVE
TOOK NOTHING WITH HIM WHICH BELONGED TO ANY FORMER EMPLOYER WHEN EXECUTIVE LEFT
HIS PRIOR EMPLOYMENT POSITIONS AND THAT EXECUTIVE HAS NOTHING THAT CONTAINS ANY
INFORMATION WHICH BELONGS TO ANY FORMER EMPLOYER.
IF AT ANY TIME EXECUTIVE
DISCOVERS THIS IS INCORRECT, EXECUTIVE SHALL PROMPTLY RETURN ANY SUCH MATERIALS
TO EXECUTIVE'S FORMER EMPLOYER AND NOTIFY THE COMPANY'S PRESIDENT AND CHIEF
EXECUTIVE OFFICER.
THE COMPANY DOES NOT WANT ANY SUCH MATERIALS, AND EXECUTIVE
SHALL NOT BE PERMITTED TO USE OR REFER TO ANY SUCH MATERIALS IN THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER.
(C)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
COMPANY'S BUSINESS DEPENDS ON THE EXTENSIVE USE OF HIGHLY PROPRIETARY TRADE
SECRETS RELATED TO THE BUSINESS, INCLUDING (AMONG OTHER THINGS) EXTREMELY
COMPLEX SUBJECT MATTERS, IN PARTICULAR, PHOTOVOLTAIC FABRICATIONS LINES AND
PHOTOVOLTAIC MANUFACTURING EQUIPMENT (COLLECTIVELY, "PV").
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE