make during the 409A Suspension Period.
Thereafter, Employee will receive any remaining payments and benefits due
pursuant to this Agreement in accordance with its terms (as if there had not
been any suspension beforehand).
Employee shall be solely responsible for all
taxes arising from payments and benefits provided under this Agreement.
6.
CONFIDENTIAL INFORMATION.
(A)
EMPLOYEE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION RELATING
TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES WHICH EMPLOYEE HAS OBTAINED
OR WILL OBTAIN DURING THE COURSE OF HER ASSOCIATION WITH THE COMPANY AND
SUBSIDIARIES AND HER PERFORMANCE UNDER THIS AGREEMENT ARE THE PROPERTY OF THE
COMPANY AND ITS SUBSIDIARIES.
EMPLOYEE AGREES THAT EMPLOYEE WILL NOT DISCLOSE
OR USE AT ANY TIME, EITHER DURING OR AFTER THE EMPLOYMENT PERIOD, ANY
CONFIDENTIAL INFORMATION WITHOUT THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF THE COMPANY, OTHER THAN PROPER DISCLOSURE OR USE IN THE PERFORMANCE OF HER
DUTIES HEREUNDER.
EMPLOYEE AGREES TO DELIVER TO THE COMPANY AT THE END OF THE
EMPLOYMENT TERM, OR AT ANY OTHER TIME THAT THE COMPANY MAY REQUEST, ALL
MEMORANDA, NOTES, PLANS, RECORDS, DOCUMENTATION AND OTHER MATERIALS (AND COPIES
THEREOF) CONTAINING CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, NO MATTER WHERE SUCH MATERIAL IS LOCATED AND NO
MATTER WHAT FORM THE MATERIAL MAY BE IN, WHICH EMPLOYEE MAY THEN POSSESS OR HAVE
UNDER HER CONTROL.
IF REQUESTED BY THE COMPANY, EMPLOYEE SHALL PROVIDE TO THE
COMPANY WRITTEN CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN DELIVERED TO THE
COMPANY OR HAVE BEEN DESTROYED.
EMPLOYEE SHALL TAKE ALL APPROPRIATE STEPS TO
SAFEGUARD CONFIDENTIAL INFORMATION AND TO PROTECT IT AGAINST DISCLOSURE, MISUSE,
ESPIONAGE, LOSS AND THEFT.
(B)
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION WHICH IS NOT
GENERALLY KNOWN TO THE PUBLIC AND WHICH IS USED, DEVELOPED, OR OBTAINED BY THE
COMPANY OR ITS SUBSIDIARIES RELATING TO THE BUSINESSES OF ANY OF THE COMPANY AND
ITS SUBSIDIARIES OR THE BUSINESS OF ANY CUSTOMER THEREOF INCLUDING, BUT NOT
LIMITED TO:
PRICING MODELS; PRODUCTS OR SERVICES; FEES, COSTS AND PRICING
STRUCTURE; DESIGNS; ANALYSES; FORMULAE; DRAWINGS; PHOTOGRAPHS; REPORTS; COMPUTER
SOFTWARE, INCLUDING OPERATING SYSTEMS, APPLICATIONS, PROGRAM LISTINGS, FLOW
CHARTS, MANUALS AND DOCUMENTATION; DATABASES; ACCOUNTING AND BUSINESS METHODS;
INVENTIONS AND NEW DEVELOPMENTS AND METHODS, WHETHER PATENTABLE OR UNPATENTABLE
AND WHETHER OR NOT REDUCED TO PRACTICE; ALL COPYRIGHTABLE WORKS; THE CUSTOMERS
OF ANY OF THE COMPANY AND ITS SUBSIDIARIES AND THE CONFIDENTIAL INFORMATION OF
ANY CUSTOMER THEREOF; AND ALL SIMILAR AND RELATED INFORMATION IN WHATEVER FORM.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION WHICH (I) WAS
RIGHTFULLY KNOWN BY EMPLOYEE PRIOR TO THE EMPLOYMENT TERM; (II) IS PUBLICLY
DISCLOSED BY LAW OR IN RESPONSE TO AN ORDER OF A COURT OR GOVERNMENTAL AGENCY;
(III) BECOMES PUBLICLY AVAILABLE THROUGH NO FAULT OF EMPLOYEE OR (IV) HAS BEEN
PUBLISHED IN A FORM GENERALLY AVAILABLE TO THE PUBLIC PRIOR TO THE DATE UPON
WHICH EMPLOYEE PROPOSES TO DISCLOSE SUCH INFORMATION.
INFORMATION SHALL NOT BE
DEEMED TO HAVE BEEN PUBLISHED MERELY BECAUSE INDIVIDUAL PORTIONS OF THE
INFORMATION HAVE BEEN SEPARATELY PUBLISHED, BUT