OR IN ANY OTHER CAPACITY WHATSOEVER; PROVIDED, HOWEVER, THAT THIS
WILL NOT PREVENT EXECUTIVE FROM HOLDING FOR INVESTMENT UP TO 1% OF ANY CLASS OF
STOCK OR OTHER SECURITIES QUOTED OR DEALT IN ON A RECOGNIZED STOCK EXCHANGE OR
ON NASDAQ. FOR PURPOSES OF THIS SECTION, A DIRECT COMPETITOR OF THE COMPANY
MEANS (I) ANY DIVISION OF THE GAP, INC. OR ANY PERSON UNDER COMMON CONTROL WITH
THE GAP, INC. THAT IS ENGAGED IN THE RETAIL SALE OF CHILDREN'S APPAREL, (II) ANY
DIVISION OF THE LIMITED, INC. OR ANY PERSON UNDER COMMON CONTROL WITH THE
LIMITED, INC. THAT IS ENGAGED IN THE RETAIL SALE OF CHILDREN'S APPAREL,
(III) GYMBOREE OR KIDS R US OR ANY PERSON UNDER COMMON CONTROL WITH GYMBOREE OR
KIDS R US, AS THE CASE MAY BE, OR (IV) ANY OTHER PERSON ENGAGED IN THE RETAIL
SALE OF CHILDREN'S APPAREL.
(B)
DIRECTLY OR INDIRECTLY EMPLOY
(OTHER THAN ON BEHALF OF THE COMPANY), SOLICIT OR ENTICE AWAY ANY DIRECTOR,
OFFICER OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR
(C)
TAKE ANY ACTION TO INTERFERE,
DIRECTLY OR INDIRECTLY, WITH THE GOODWILL OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR INDUCE OR ATTEMPT TO INDUCE ANY PERSON DOING BUSINESS WITH THE
COMPANY TO CEASE DOING BUSINESS WITH THE COMPANY; OR
(D)
USE THE NAME OF THE COMPANY OR ITS
SUBSIDIARIES IN THE CONDUCT OF ANY BUSINESS ACTIVITIES (EXCEPT IN FURTHERANCE OF
THE COMPANY'S BUSINESS) OR FOR EXECUTIVE'S PERSONAL USE WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY.
12
9.02.
CONFIDENTIAL AND PROPRIETARY INFORMATION; WORK
PRODUCT; WARRANTY.
(A)
CONFIDENTIALITY.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THERE ARE CERTAIN TRADE SECRETS AND CONFIDENTIAL
AND PROPRIETARY INFORMATION (COLLECTIVELY, "CONFIDENTIAL INFORMATION") WHICH
HAVE BEEN DEVELOPED BY THE COMPANY AND WHICH ARE USED BY THE COMPANY IN ITS
BUSINESS. CONFIDENTIAL INFORMATION SHALL INCLUDE, WITHOUT LIMITATION:
(I) CUSTOMER LISTS AND SUPPLIER LISTS; (II) THE DETAILS OF THE COMPANY'S
RELATIONSHIPS WITH ITS CUSTOMERS, INCLUDING THE FINANCIAL RELATIONSHIP WITH A
CUSTOMER; (III) THE COMPANY'S MARKETING AND DEVELOPMENT PLANS, BUSINESS PLANS;
AND (IV) OTHER INFORMATION PROPRIETARY TO THE COMPANY'S BUSINESS. EXECUTIVE
SHALL NOT, AT ANY TIME DURING OR AFTER HIS EMPLOYMENT HEREUNDER, USE OR DISCLOSE
SUCH CONFIDENTIAL INFORMATION, EXCEPT TO AUTHORIZED REPRESENTATIVES OF THE
COMPANY OR AS REQUIRED IN THE PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES
HEREUNDER. EXECUTIVE SHALL RETURN ALL COMPANY PROPERTY, SUCH AS COMPUTERS,
SOFTWARE AND CELL PHONES, AND DOCUMENTS (AND ANY COPIES INCLUDING IN MACHINE OR
HUMAN-READABLE FORM), TO THE COMPANY WHEN HIS EMPLOYMENT TERMINATES. EXECUTIVE
SHALL NOT BE REQUIRED TO KEEP CONFIDENTIAL ANY INFORMATION, WHICH IS OR BECOMES
PUBLICLY AVAILABLE OR IS ALREADY IN HIS POSSESSION (UNLESS OBTAINED FROM THE
COMPANY). FURTHER, EXECUTIVE SHALL BE FREE TO USE AND EMPLOY HIS GENERAL SKILLS,
KNOW-HOW AND EXPERTISE, AND TO USE, DISCLOSE AND EMPLOY ANY GENERALIZED IDEAS,
CONCEPTS, KNOW-HOW, METHODS, TECHNIQUES OR SKILLS, INCLUDING THOSE GAINED OR
LEARNED DURING THE COURSE OF THE PERFORMANCE OF ANY SERVICES HEREUNDER, SO LONG
AS HE APPLIES SUCH INFORMATION WITHOUT DISCLOSURE OR USE OF ANY CONFIDENTIAL
INFORMATION.