for
Cause (except as required by applicable law), any portion of Executive's accrued
but unpaid vacation pay through the date of death or termination of employment;
and (iv) any vested benefits or amounts that Executive is otherwise entitled to
receive under any plan, policy, practice or program of or any other contract or
agreement with the Company or its affiliates in accordance with the terms
thereof.
2.
CONFIDENTIAL INFORMATION;
NON-SOLICITATION; AND PROPRIETARY RIGHTS.
(A)
CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT WHILE EMPLOYED BY
THE COMPANY, EXECUTIVE WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE.
EXECUTIVE SHALL NOT, EXCEPT AS IS APPROPRIATE TO PERFORM EXECUTIVE'S DUTIES
HEREUNDER OR AS REQUIRED BY APPLICABLE LAW, DISCLOSE TO OTHERS, USE, COPY,
TRANSMIT, REPRODUCE, SUMMARIZE, QUOTE OR MAKE COMMERCIAL, WHETHER DIRECTLY OR
INDIRECTLY, ANY CONFIDENTIAL INFORMATION.
EXECUTIVE WILL ALSO TAKE REASONABLE
STEPS TO SAFEGUARD SUCH CONFIDENTIAL INFORMATION AND PREVENT ITS LOSS, THEFT, OR
INADVERTENT DISCLOSURE TO THIRD PERSONS.
THIS SECTION 2 SHALL APPLY TO
CONFIDENTIAL INFORMATION ACQUIRED BY EXECUTIVE WHETHER PRIOR OR SUBSEQUENT TO
THE EXECUTION OF THIS AGREEMENT.
"CONFIDENTIAL INFORMATION" SHALL MEAN
INFORMATION ABOUT THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, AND
THEIR RESPECTIVE CLIENTS AND CUSTOMERS, INCLUDING (WITHOUT LIMITATION) ANY
PROPRIETARY KNOWLEDGE, TRADE SECRETS, DATA, FORMULAE, INFORMATION AND CLIENT AND
CUSTOMER LISTS AND ALL PAPERS, RESUMES, AND RECORDS (INCLUDING COMPUTER RECORDS)
OF THE DOCUMENTS CONTAINING SUCH CONFIDENTIAL INFORMATION, PROVIDED THAT
CONFIDENTIAL INFORMATION SHALL NOT MEAN ANY SUCH INFORMATION THAT IS PREVIOUSLY
DISCLOSED TO, OR IN POSSESSION OF, THE PUBLIC OTHER THAN BY REASON OF
EXECUTIVE'S BREACH OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES THAT SUCH
CONFIDENTIAL INFORMATION IS SPECIALIZED, UNIQUE IN NATURE AND OF GREAT VALUE TO
THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES, AND THAT SUCH INFORMATION GIVES
THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES A COMPETITIVE ADVANTAGE.
EXECUTIVE AGREES TO DELIVER OR RETURN TO THE COMPANY, AT THE COMPANY'S REQUEST
AT ANY TIME OR UPON TERMINATION OR EXPIRATION OF EXECUTIVE'S EMPLOYMENT OR AS
SOON THEREAFTER AS POSSIBLE, ALL DOCUMENTS, COMPUTER TAPES AND DISKS, RECORDS,
LISTS, DATA, DRAWINGS, PRINTS, NOTES AND WRITTEN INFORMATION (AND ALL COPIES
THEREOF) FURNISHED BY THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES OR PREPARED
BY EXECUTIVE IN THE COURSE OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY AND ITS
SUBSIDIARIES OR AFFILIATES.
AS USED IN THIS AGREEMENT, "AFFILIATES" SHALL MEAN
ANY COMPANY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE COMPANY.
(B)
NON-SOLICITATION OF EMPLOYEES.
DURING THE TERM AND FOR A PERIOD
OF 24 MONTHS FOLLOWING EXECUTIVE'S DATE OF TERMINATION OF EMPLOYMENT (THE
"RESTRICTED PERIOD"), EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY, DIRECTLY OR INDIRECTLY, HIRE, RECRUIT OR SOLICIT THE EMPLOYMENT OR
SERVICES OF (WHETHER AS AN EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT OR
INDEPENDENT CONTRACTOR), ANY EMPLOYEE, OFFICER, DIRECTOR, AGENT, CONSULTANT OR
INDEPENDENT CONTRACTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES
OR ANY SUCH PERSON WHO HAS TERMINATED HIS OR HER RELATIONSHIP WITH THE COMPANY
OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WITHIN THE SIX-MONTH PERIOD PRIOR TO
SUCH HIRING, RECRUITING OR SOLICITING (EXCEPT