SHALL, TO THE FULLEST
EXTENT NOT PROHIBITED BY LAW, BE FULLY INDEMNIFIED AND PROTECTED BY THE COMPANY
IN RESPECT OF ANY SUCH ACTION, DETERMINATION OR INTERPRETATION.
4.
CONDITIONS OF PARTICIPATION
AS A CONDITION OF ENTITLEMENT TO PARTICIPATE IN THE PROGRAM, WHETHER OR NOT THE
PARTICIPANT RECEIVES ANY PAYMENT OR OTHER BENEFIT UNDER THE PROGRAM, EACH
PARTICIPANT SHALL COMPLY WITH THE FOLLOWING RESTRICTIVE COVENANTS.
(A)
PROTECTION OF CONFIDENTIAL INFORMATION.
PARTICIPANT, BOTH
DURING EMPLOYMENT WITH THE COMPANY AND THEREAFTER, SHALL NOT, DIRECTLY OR
INDIRECTLY, DISCLOSE OR MAKE AVAILABLE TO ANY PERSON, FIRM, CORPORATION,
ASSOCIATION OR OTHER ENTITY FOR ANY REASON OR PURPOSE WHATSOEVER, ANY
CONFIDENTIAL INFORMATION (AS DEFINED BELOW) EXCEPT AS MAY BE REQUIRED FOR
PARTICIPANT TO PERFORM IN GOOD FAITH HIS OR HER JOB RESPONSIBILITIES TO THE
COMPANY WHILE EMPLOYED BY THE COMPANY.
UPON PARTICIPANT'S TERMINATION OF
EMPLOYMENT,
PARTICIPANT SHALL RETURN TO THE COMPANY ALL CONFIDENTIAL INFORMATION AND SHALL
NOT RETAIN ANY CONFIDENTIAL INFORMATION IN PARTICIPANT'S POSSESSION THAT IS IN
WRITTEN OR OTHER TANGIBLE FORM AND SHALL NOT FURNISH ANY SUCH CONFIDENTIAL
INFORMATION TO ANY THIRD PARTY, EXCEPT AS PROVIDED HEREIN.
NOTWITHSTANDING THE
FOREGOING, THIS SECTION 4(A) SHALL NOT APPLY TO CONFIDENTIAL INFORMATION THAT
(I) WAS PUBLICLY KNOWN AT THE TIME OF DISCLOSURE TO PARTICIPANT, (II) BECOMES
PUBLICLY KNOWN OR AVAILABLE THEREAFTER OTHER THAN BY ANY MEANS IN VIOLATION OF
THIS SECTION 4 OR ANY OTHER DUTY OWED TO THE COMPANY BY PARTICIPANT, (III) IS
LAWFULLY DISCLOSED TO PARTICIPANT BY A THIRD PARTY, OR (IV) IS REQUIRED TO BE
DISCLOSED BY LAW OR BY ANY COURT, ARBITRATOR OR ADMINISTRATIVE OR LEGISLATIVE
BODY WITH ACTUAL OR APPARENT JURISDICTION TO ORDER PARTICIPANT TO DISCLOSE OR
MAKE ACCESSIBLE ANY INFORMATION OR IS VOLUNTARILY DISCLOSED BY PARTICIPANT TO
LAW ENFORCEMENT OR OTHER GOVERNMENTAL AUTHORITIES.
FURTHERMORE, IN ACCORDANCE
WITH THE DEFEND TRADE SECRETS ACT OF 2016, PARTICIPANT WILL NOT BE HELD
CRIMINALLY OR CIVILLY LIABLE UNDER ANY FEDERAL OR STATE TRADE SECRET LAW FOR THE
DISCLOSURE OF A TRADE SECRET THAT (X) IS MADE (I) IN CONFIDENCE TO A FEDERAL,
STATE OR LOCAL GOVERNMENT OFFICIAL, EITHER DIRECTLY OR INDIRECTLY, OR TO AN
ATTORNEY; AND (II) SOLELY FOR THE PURPOSE OF REPORTING OR INVESTIGATING A
SUSPECTED VIOLATION OF LAW; OR (Y) IS MADE IN A COMPLAINT OR OTHER DOCUMENT
FILED IN A LAWSUIT OR OTHER PROCEEDING, IF SUCH FILING IS MADE UNDER SEAL. AS
USED IN THIS PROGRAM, CONFIDENTIAL INFORMATION MEANS, WITHOUT LIMITATION, ANY
NON-PUBLIC CONFIDENTIAL OR PROPRIETARY INFORMATION DISCLOSED TO PARTICIPANT OR
KNOWN BY PARTICIPANT AS A CONSEQUENCE OF OR THROUGH PARTICIPANT'S RELATIONSHIP
WITH THE COMPANY, IN ANY FORM, INCLUDING ELECTRONIC MEDIA.
CONFIDENTIAL
INFORMATION ALSO INCLUDES, BUT IS NOT LIMITED TO THE COMPANY'S BUSINESS PLANS
AND FINANCIAL INFORMATION, MARKETING PLANS, AND BUSINESS OPPORTUNITIES. NOTHING
HEREIN SHALL LIMIT IN ANY WAY ANY OBLIGATION PARTICIPANT MAY HAVE RELATING TO
CONFIDENTIAL INFORMATION UNDER ANY OTHER AGREEMENT, PROMISE OR DUTY TO THE
COMPANY.
(B)
NON-COMPETITION.
IN THE COURSE OF THE PERFORMANCE OF
PARTICIPANT'S JOB RESPONSIBILITIES FOR THE COMPANY, PARTICIPANT HAS OBTAINED AND
WILL CONTINUE TO OBTAIN EXTENSIVE AND VALUABLE