expectancy of Executive and his spouse, such costs being calculated in
accordance with Financial Accounting Standard 106 ("FAS 106"), using the same
actuarial and other assumptions used by the Company for financial reporting
purposes with respect to FAS 106 for the fiscal year ending immediately prior to
the date of the Change in Control.
(D)
THE COMPANY WILL REIMBURSE EXECUTIVE FOR MEMBERSHIP DUES AND
ASSESSMENTS AT RECREATIONAL AND SOCIAL CLUBS, CONSISTENT WITH THE POLICIES UNDER
THE PRIOR EMPLOYMENT AGREEMENT. EXECUTIVE WILL BE PROVIDED AN AUTOMOBILE IN
ACCORDANCE WITH THE COMPANY'S AUTOMOBILE POLICY FOR EXECUTIVES, AND THE COMPANY
WILL PAY ALL INSURANCE, MAINTENANCE, FUEL, OIL AND RELATED OPERATIONAL EXPENSES
FOR SUCH AUTOMOBILE. EXECUTIVE WILL RECEIVE SIX WEEKS VACATION DURING EACH YEAR
OF THE TERM. EXECUTIVE WILL BE PROVIDED AN ANNUAL PHYSICAL EXAMINATION AND A
FINANCIAL/TAX CONSULTANT FOR PERSONAL
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FINANCIAL AND TAX PLANNING. EXECUTIVE WILL BE PROMPTLY REIMBURSED BY THE COMPANY
FOR ALL REASONABLE BUSINESS EXPENSES HE INCURS IN CARRYING OUT HIS DUTIES AND
RESPONSIBILITIES UNDER THIS AGREEMENT.
4.
CONFIDENTIALITY AND NONCOMPETITION.
(A)
EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO AND DURING THE TERM OF THIS
AGREEMENT, THE COMPANY HAS FURNISHED AND WILL FURNISH TO EXECUTIVE CONFIDENTIAL
INFORMATION WHICH COULD BE USED BY EXECUTIVE ON BEHALF OF A COMPETITOR OF THE
COMPANY TO THE COMPANY'S SUBSTANTIAL DETRIMENT. MOREOVER, THE PARTIES RECOGNIZE
THAT EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY MAY DEVELOP
IMPORTANT RELATIONSHIPS WITH CUSTOMERS AND OTHERS HAVING VALUABLE BUSINESS
RELATIONSHIPS WITH THE COMPANY. IN VIEW OF THE FOREGOING, EXECUTIVE ACKNOWLEDGES
AND AGREES THAT THE RESTRICTIVE COVENANTS CONTAINED IN THIS SECTION ARE
REASONABLY NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE BUSINESS INTERESTS AND
GOOD WILL.
(B)
EXECUTIVE AGREES THAT HE SHALL PROTECT THE COMPANY'S CONFIDENTIAL
INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON, OR OTHERWISE USE, EXCEPT IN
CONNECTION WITH HIS DUTIES PERFORMED IN ACCORDANCE WITH THIS AGREEMENT, ANY
CONFIDENTIAL INFORMATION AT ANY TIME, INCLUDING FOLLOWING THE TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY FOR ANY REASON; PROVIDED, HOWEVER, THAT EXECUTIVE
MAY MAKE DISCLOSURES REQUIRED BY A VALID ORDER OR SUBPOENA ISSUED BY A COURT OR
ADMINISTRATIVE AGENCY OF COMPETENT JURISDICTION, IN WHICH EVENT EXECUTIVE WILL
PROMPTLY NOTIFY THE COMPANY OF SUCH ORDER OR SUBPOENA TO PROVIDE THE COMPANY AN
OPPORTUNITY TO PROTECT ITS INTERESTS. EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION
4(B) SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON, PROVIDED THAT EXECUTIVE MAY AFTER SUCH
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EXPIRATION OR TERMINATION DISCLOSE CONFIDENTIAL INFORMATION WITH THE PRIOR
WRITTEN CONSENT OF THE BOARD.
(C)
UPON THE TERMINATION OR EXPIRATION OF HIS EMPLOYMENT HEREUNDER,
OR, IF LATER, AT THE END OF THE PERIOD OF THE CONSULTING AGREEMENT, EXECUTIVE
AGREES TO DELIVER PROMPTLY TO THE COMPANY ALL COMPANY FILES, CUSTOMER LISTS,
MANAGEMENT REPORTS, MEMORANDA, RESEARCH, COMPANY FORMS, FINANCIAL DATA AND
REPORTS AND OTHER DOCUMENTS SUPPLIED TO OR CREATED BY HIM IN CONNECTION WITH HIS
EMPLOYMENT HEREUNDER (INCLUDING ALL COPIES OF THE FOREGOING) IN HIS POSSESSION
OR CONTROL, AND ALL OF THE COMPANY'S EQUIPMENT AND OTHER MATERIALS IN HIS
POSSESSION OR