AND STOCK OPTIONS ARE HEREBY FORFEITED AND CANCELLED.
ALL SHARES OF
2
RESTRICTED STOCK PREVIOUSLY WITHHELD BY THE COMPANY IN SATISFACTION OF AMOUNTS
DUE FOR TAXES RESULTING FROM THE GRANT OF SHARES OF RESTRICTED STOCK SHALL
REMAIN WITH THE COMPANY.
(E)
WITHHOLDING.
ALL AMOUNTS PAYABLE TO EXECUTIVE AS COMPENSATION HEREUNDER
SHALL BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE COMPANY.
(F)
INSURANCE.
UNTIL APRIL 22, 2009, THE COMPANY SHALL, AT ITS EXPENSE, PAY
BOTH THE EMPLOYER AND EMPLOYEE PORTION OF THE PREMIUMS FOR GROUP MEDICAL, DENTAL
AND HOSPITALIZATION INSURANCE AT THE LEVEL AND WITH THE COVERAGE IN EFFECT FOR
EXECUTIVE AND HIS DEPENDANTS AND BENEFICIARIES IMMEDIATELY PRIOR TO THE
RESIGNATION DATE.
EXECUTIVE SHALL ONLY BE RESPONSIBLE FOR THE DEDUCTIBLE OR
CO-PAY OBLIGATIONS UNDER SUCH INSURANCE PROGRAMS.
EXECUTIVE SHALL ALSO BE
ENTITLED TO RECEIVE THE CONTINUATION OF HIS GROUP MEDICAL, DENTAL AND
HOSPITALIZATION INSURANCE COVERAGE AS PROVIDED UNDER THE PROVISIONS OF THE
CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT ("COBRA") BEGINNING ON APRIL 22,
2009, AND CONTINUING UNTIL OCTOBER 22, 2010, AT HIS SOLE COST AND EXPENSE.
THE
COMPANY'S OBLIGATION HEREUNDER WITH RESPECT TO THE FOREGOING BENEFITS SHALL BE
LIMITED TO THE EXTENT THAT THE EXECUTIVE OBTAINS ANY SUCH BENEFITS PURSUANT TO A
SUBSEQUENT EMPLOYER'S BENEFIT PLANS, IN WHICH CASE THE COMPANY MAY REDUCE THE
COVERAGE OF ANY BENEFITS IT IS REQUIRED TO PROVIDE THE EXECUTIVE HEREUNDER SO
LONG AS THE AGGREGATE COVERAGE AND BENEFITS OF THE COMBINED BENEFIT PLANS IS NO
LESS FAVORABLE TO THE EXECUTIVE THAN THE COVERAGES AND BENEFITS REQUIRED TO BE
PROVIDED HEREUNDER; PROVIDED, THAT ANY CHANGES OR AMENDMENTS TO SUCH PLANS THAT
ARE APPLICABLE TO OTHER EMPLOYEES OF THE COMPANY COVERED BY SUCH PLANS SHALL
ALSO APPLY TO EXECUTIVE AND HIS DEPENDENTS AND BENEFICIARIES.
THIS SUBSECTION
(F) SHALL NOT BE INTERPRETED SO AS TO LIMIT ANY BENEFITS TO WHICH THE EXECUTIVE,
HIS DEPENDANTS OR BENEFICIARIES MAY OTHERWISE BE ENTITLED UNDER ANY OF THE
COMPANY'S EMPLOYEE BENEFIT PLANS, PROGRAMS OR PRACTICES FOLLOWING THE
TERMINATION OF EMPLOYMENT OF THE EXECUTIVE, INCLUDING WITHOUT LIMITATION, ANY
APPLICABLE RETIREE MEDICAL AND LIFE INSURANCE BENEFITS.
THE COMPANY MAY OFFSET
ANY AMOUNTS EXECUTIVE OWES IT OR ITS SUBSIDIARIES AGAINST ANY AMOUNTS IT OR ITS
SUBSIDIARIES OWES EXECUTIVE HEREUNDER.
3.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES
THAT THE CONTINUED SUCCESS OF THE COMPANY AND ITS SUBSIDIARIES, DEPENDS UPON THE
USE AND PROTECTION OF A LARGE BODY OF CONFIDENTIAL AND PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND PROPRIETARY INFORMATION EXISTING PRIOR HERETO, NOW
EXISTING OR TO BE DEVELOPED IN THE FUTURE WILL BE REFERRED TO IN THIS AGREEMENT
AS "CONFIDENTIAL INFORMATION."
CONFIDENTIAL INFORMATION WILL BE INTERPRETED AS
BROADLY AS POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT (WHETHER MERELY
REMEMBERED OR EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS (I) RELATED TO
THE COMPANY'S OR ITS SUBSIDIARIES' CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT
GENERALLY OR PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT
SPECIFIC LIMITATION, THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM
DURING THE COURSE OF HIS EMPLOYMENT BY