MORE OF THE OTHER RESTRICTIONS, INCLUDING GEOGRAPHICAL AREAS.
(C)
GRANTEE AGREES NOT TO: (I) DISCLOSE TO ANY THIRD PARTY OR OTHERWISE
MISAPPROPRIATE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE CORPORATION OR
OF ANY SUBSIDIARY (EXCEPT AS REQUIRED BY SUBPOENA OR OTHER LEGAL PROCESS, IN
WHICH EVENT THE GRANTEE WILL GIVE THE CHIEF LEGAL OFFICER OF THE CORPORATION
PROMPT NOTICE OF SUCH SUBPOENA OR OTHER LEGAL PROCESS IN ORDER TO PERMIT THE
CORPORATION OR ANY AFFECTED INDIVIDUAL TO SEEK APPROPRIATE PROTECTIVE ORDERS);
OR, (II) PUBLISH OR PROVIDE ANY ORAL OR WRITTEN STATEMENTS ABOUT THE CORPORATION
OR ANY SUBSIDIARY, ANY OF THE CORPORATION'S OR ANY
SUBSIDIARY'S CURRENT OR FORMER OFFICERS, EXECUTIVES, DIRECTORS, EMPLOYEES,
AGENTS OR REPRESENTATIVES THAT ARE FALSE, DISPARAGING OR DEFAMATORY, OR THAT
DISCLOSE PRIVATE OR CONFIDENTIAL INFORMATION ABOUT THEIR BUSINESS OR PERSONAL
AFFAIRS.
THE OBLIGATIONS OF THIS PARAGRAPH ARE IN ADDITION TO, AND DO NOT
REPLACE, ELIMINATE, OR REDUCE IN ANY WAY, ALL OTHER CONTRACTUAL, STATUTORY, OR
COMMON LAW OBLIGATIONS GRANTEE MAY HAVE TO PROTECT THE CORPORATION'S
CONFIDENTIAL INFORMATION AND TRADE SECRETS AND TO AVOID DEFAMATION OR BUSINESS
DISPARAGEMENT.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF SECTION 3, THE GRANTEE REMAINS
FREE TO REPORT OR OTHERWISE COMMUNICATE ANY NUCLEAR SAFETY CONCERN, ANY
WORKPLACE SAFETY CONCERN, OR ANY PUBLIC SAFETY CONCERN TO THE NUCLEAR REGULATORY
COMMISSION, UNITED STATES DEPARTMENT OF LABOR, OR ANY OTHER APPROPRIATE
GOVERNMENTAL AGENCY WITHOUT PROVIDING THE NOTICE DESCRIBED IN SECTION 3(C), AND
THE GRANTEE REMAINS FREE TO PARTICIPATE IN ANY GOVERNMENTAL PROCEEDING OR
INVESTIGATION WITHOUT PROVIDING THE NOTICE DESCRIBED IN SECTION 3(C).
(E)
IF ANY PART OF THIS SECTION IS HELD TO BE UNENFORCEABLE BECAUSE OF THE
DURATION, SCOPE OR GEOGRAPHICAL AREA COVERED, THE CORPORATION AND GRANTEE AGREE
TO MODIFY SUCH PART, OR THAT THE COURT MAKING SUCH HOLDING SHALL HAVE THE POWER
TO MODIFY SUCH PART, TO REDUCE ITS DURATION, SCOPE OR GEOGRAPHICAL AREA.
(F)
NOTHING IN SECTION 3 SHALL BE CONSTRUED TO PROHIBIT GRANTEE FROM
BEING RETAINED DURING THE RESTRICTED PERIOD IN A CAPACITY AS AN ATTORNEY
LICENSED TO PRACTICE LAW, OR TO RESTRICT GRANTEE FROM PROVIDING ADVICE AND
COUNSEL IN SUCH CAPACITY, IN ANY JURISDICTION WHERE SUCH PROHIBITION OR
RESTRICTION IS CONTRARY TO LAW.
(G)
GRANTEE'S AGREEMENT TO THE RESTRICTIONS PROVIDED FOR IN THIS AGREEMENT
AND THE CORPORATION'S AGREEMENT TO PROVIDE THE AWARD ARE MUTUALLY DEPENDENT
CONSIDERATION. THEREFORE, NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY IN
THIS AGREEMENT, IF THE ENFORCEABILITY OF ANY MATERIAL RESTRICTION ON GRANTEE
PROVIDED FOR IN THIS AGREEMENT IS CHALLENGED AND FOUND UNENFORCEABLE BY A COURT
OF LAW THEN THE CORPORATION SHALL, AT ITS ELECTION, HAVE THE RIGHT TO RECOVER
FROM GRANTEE THE AWARD, OR THE AWARD'S FAIR MARKET VALUE RECEIVED BY GRANTEE ON
THE DATE OF SALE, TRANSFER, OR OTHER DISPOSITION IF GRANTEE HAS SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF THE AWARD.
THIS PROVISION SHALL BE
CONSTRUED AS A RETURN OF CONSIDERATION OR ILL-GOTTEN GAINS DUE TO THE FAILURE OF
GRANTEE'S PROMISES UNDER THE AGREEMENT, AND NOT AS A LIQUIDATED DAMAGES CLAUSE.
NOTHING HEREIN SHALL (I) REDUCE OR ELIMINATE