WITHIN 30 DAYS OF THE DATE OF SUCH
TERMINATION IN A LUMP SUM IN CASH ANY ACCRUED OBLIGATIONS (AS DEFINED IN
PARAGRAPH 1(F) BELOW).
THE PAYMENT TO EMPLOYEE OF THE SEVERANCE BENEFITS
DESCRIBED IN THIS SECTION 1(D) SHALL BE SUBJECT TO EMPLOYEE'S EXECUTION AND
NON-REVOCATION OF A GENERAL RELEASE OF THE COMPANY AND ITS AFFILIATES IN A FORM
SUBSTANTIALLY SIMILAR TO THAT USED FOR SIMILARLY SITUATED EXECUTIVES OF THE
COMPANY AND ITS AFFILIATES.
(E)
MITIGATION; OFFSET.
IN THE EVENT OF
TERMINATION OF EMPLOYEE'S EMPLOYMENT PRIOR TO THE END OF THE TERM, EMPLOYEE
SHALL USE REASONABLE BEST EFFORTS TO SEEK OTHER EMPLOYMENT AND TO TAKE OTHER
REASONABLE ACTIONS TO MITIGATE THE AMOUNTS PAYABLE UNDER SECTION 1 HEREOF.
IF
EMPLOYEE OBTAINS OTHER EMPLOYMENT DURING THE TERM, THE AMOUNT OF ANY PAYMENT OR
BENEFIT PROVIDED FOR UNDER SECTION 1 HEREOF WHICH HAS BEEN PAID TO EMPLOYEE
SHALL BE REFUNDED TO THE COMPANY BY EMPLOYEE IN AN AMOUNT EQUAL TO ANY
COMPENSATION EARNED BY EMPLOYEE AS A RESULT OF EMPLOYMENT WITH OR SERVICES
PROVIDED TO ANOTHER EMPLOYER AFTER THE DATE OF EMPLOYEE'S TERMINATION OF
EMPLOYMENT AND PRIOR TO THE OTHERWISE APPLICABLE EXPIRATION OF THE TERM, AND ALL
FUTURE AMOUNTS PAYABLE BY THE COMPANY TO EMPLOYEE DURING THE REMAINDER OF THE
TERM SHALL BE OFFSET BY THE AMOUNT EARNED BY EMPLOYEE FROM ANOTHER EMPLOYER.
FOR PURPOSES OF THIS SECTION 1(E), EMPLOYEE SHALL HAVE AN OBLIGATION TO INFORM
THE COMPANY REGARDING EMPLOYEE'S EMPLOYMENT STATUS FOLLOWING TERMINATION AND
DURING THE PERIOD ENCOMPASSING THE TERM.
(F)
ACCRUED OBLIGATIONS.
AS USED IN THIS
AGREEMENT, "ACCRUED OBLIGATIONS" SHALL MEAN THE SUM OF (I) ANY PORTION OF
EMPLOYEE'S BASE SALARY THROUGH THE DATE OF DEATH OR TERMINATION OF EMPLOYMENT
FOR ANY REASON, AS THE CASE MAY BE, WHICH HAS NOT YET BEEN PAID; AND (II) ANY
COMPENSATION PREVIOUSLY EARNED BUT DEFERRED BY EMPLOYEE (TOGETHER WITH ANY
INTEREST OR EARNINGS THEREON) THAT HAS NOT YET BEEN PAID.
2.
CONFIDENTIAL INFORMATION;
NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.
(A)
CONFIDENTIALITY.
EMPLOYEE ACKNOWLEDGES
THAT WHILE EMPLOYED BY THE COMPANY EMPLOYEE WILL OCCUPY A POSITION OF TRUST AND
CONFIDENCE.
EMPLOYEE SHALL NOT, EXCEPT AS MAY BE REQUIRED TO PERFORM EMPLOYEE'S
DUTIES HEREUNDER OR AS REQUIRED BY APPLICABLE LAW, WITHOUT LIMITATION IN TIME OR
UNTIL SUCH INFORMATION SHALL HAVE BECOME PUBLIC OTHER THAN BY EMPLOYEE'S
UNAUTHORIZED DISCLOSURE, DISCLOSE TO OTHERS OR USE, WHETHER DIRECTLY OR
INDIRECTLY, ANY CONFIDENTIAL INFORMATION REGARDING THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION
ABOUT THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, AND THEIR CLIENTS
AND CUSTOMERS THAT IS NOT DISCLOSED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES FOR FINANCIAL REPORTING PURPOSES AND THAT WAS LEARNED BY EMPLOYEE IN
THE COURSE OF EMPLOYMENT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES, 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.
EMPLOYEE ACKNOWLEDGES THAT SUCH
CONFIDENTIAL INFORMATION IS SPECIALIZED,