OTHER ACTION THAT IS CONSIDERED A "REPRICING" FOR
PURPOSES OF THE SHAREHOLDER APPROVAL RULES OF THE APPLICABLE SECURITIES EXCHANGE
OR INTER-DEALER QUOTATION SYSTEM ON WHICH THE COMMON SHARES ARE LISTED OR
QUOTED.
15.
RESTRICTIVE COVENANTS.
(A)
CONFIDENTIALITY.
BY ACCEPTING AN AWARD UNDER THE PLAN, AND AS A CONDITION
THEREOF, EACH PARTICIPANT AGREES NOT TO, AT ANY TIME, EITHER DURING THEIR
EMPLOYMENT OR THEREAFTER, DIVULGE, USE, PUBLISH OR IN ANY OTHER MANNER REVEAL,
DIRECTLY OR INDIRECTLY, TO ANY PERSON, FIRM, CORPORATION OR ANY OTHER FORM OF
BUSINESS ORGANIZATION OR ARRANGEMENT, AND TO KEEP IN THE STRICTEST CONFIDENCE
ANY CONFIDENTIAL INFORMATION, EXCEPT (I) AS MAY BE NECESSARY TO THE PERFORMANCE
OF THE PARTICIPANT'S DUTIES TO THE COMPANY, (II) WITH THE COMPANY'S EXPRESS
WRITTEN CONSENT, (III) TO THE EXTENT THAT ANY SUCH INFORMATION IS IN OR BECOMES
IN THE PUBLIC DOMAIN OTHER THAN AS A RESULT OF THE PARTICIPANT'S BREACH OF ANY
OF HIS OR HER OBLIGATIONS UNDER THIS SECTION 15(A), OR (IV) WHERE REQUIRED TO BE
DISCLOSED BY COURT ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS AND IN SUCH
EVENT, THE PARTICIPANT SHALL COOPERATE WITH THE COMPANY IN ATTEMPTING TO KEEP
SUCH INFORMATION CONFIDENTIAL TO THE MAXIMUM EXTENT POSSIBLE.
UPON THE REQUEST
OF THE COMPANY OR AN AFFILIATE, THE PARTICIPANT AGREES TO PROMPTLY DELIVER TO
THE COMPANY THE ORIGINALS AND ALL COPIES, IN WHATEVER MEDIUM, OF ALL SUCH
CONFIDENTIAL INFORMATION.
(B)
NON-DISPARAGEMENT.
BY ACCEPTING AN AWARD
UNDER THE PLAN, AND AS A CONDITION THEREOF, THE PARTICIPANT ACKNOWLEDGES AND
AGREES THAT HE OR SHE WILL NOT DEFAME OR PUBLICLY CRITICIZE THE SERVICES,
BUSINESS, INTEGRITY, VERACITY OR PERSONAL OR PROFESSIONAL REPUTATION OF THE
COMPANY, INCLUDING ITS OFFICERS, DIRECTORS, PARTNERS, EXECUTIVES OR AGENTS, IN
EITHER A PROFESSIONAL OR PERSONAL MANNER AT ANY TIME DURING OR FOLLOWING HIS OR
HER EMPLOYMENT.
(C)
POST-EMPLOYMENT PROPERTY.
BY ACCEPTING AN
AWARD UNDER THE PLAN, AND AS A CONDITION THEREOF, THE PARTICIPANT AGREES THAT
ANY WORK OF AUTHORSHIP, INVENTION, DESIGN, DISCOVERY, DEVELOPMENT, TECHNIQUE,
IMPROVEMENT, SOURCE CODE, HARDWARE, DEVICE, DATA, APPARATUS, PRACTICE, PROCESS,
METHOD OR OTHER WORK PRODUCT WHATEVER (WHETHER PATENTABLE OR SUBJECT TO
COPYRIGHT, OR NOT, AND HEREINAFTER COLLECTIVELY CALLED "DISCOVERY") RELATED TO
THE BUSINESS OF THE COMPANY THAT THE PARTICIPANT, EITHER SOLELY OR IN
COLLABORATION WITH OTHERS, HAS MADE OR MAY MAKE, DISCOVER, INVENT, DEVELOP,
PERFECT, OR REDUCE TO PRACTICE DURING HIS OR HER EMPLOYMENT, WHETHER OR NOT
DURING REGULAR BUSINESS HOURS AND CREATED, CONCEIVED OR PREPARED ON THE
COMPANY'S PREMISES OR OTHERWISE SHALL BE THE SOLE AND COMPLETE PROPERTY OF THE
COMPANY.
MORE PARTICULARLY, AND WITHOUT LIMITING THE FOREGOING, THE PARTICIPANT
AGREES THAT ALL OF THE FOREGOING AND ANY (I) INVENTIONS (WHETHER PATENTABLE OR
NOT, AND WITHOUT REGARD TO WHETHER ANY PATENT THEREFOR IS EVER SOUGHT),
(II) MARKS, NAMES, OR LOGOS (WHETHER OR NOT REGISTRABLE AS TRADE OR SERVICE
MARKS, AND WITHOUT REGARD TO WHETHER REGISTRATION THEREFOR IS EVER SOUGHT),
(III) WORKS OF AUTHORSHIP (WITHOUT REGARD TO WHETHER ANY CLAIM OF COPYRIGHT
THEREIN IS EVER REGISTERED), AND (IV) TRADE SECRETS, IDEAS, AND CONCEPTS ((I) -
(IV) COLLECTIVELY, "INTELLECTUAL PROPERTY