AS USED IN THIS AGREEMENT, THE TERM "DATE
OF TERMINATION" SHALL MEAN (I) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
EXECUTIVE'S DEATH, THE DATE OF EXECUTIVE'S DEATH, AND (II) IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED FOR ANY OTHER REASON, THE LATEST OF THE DATE ON WHICH
NOTICE OF TERMINATION IS GIVEN, THE DATE OF TERMINATION SPECIFIED IN SUCH
NOTICE, AND THE DATE ANY APPLICABLE CORRECTION PERIOD ENDS.
(G)
RESIGNATION UPON TERMINATION.
EFFECTIVE AS OF ANY DATE OF
TERMINATION UNDER THIS SECTION 7 OR OTHERWISE AS OF THE DATE OF EXECUTIVE'S
TERMINATION OF EMPLOYMENT WITH THE COMPANY, EXECUTIVE SHALL RESIGN, IN WRITING,
FROM ALL POSITIONS THEN HELD BY EXECUTIVE WITH THE COMPANY AND ITS AFFILIATES.
(H)
CESSATION OF PROFESSIONAL ACTIVITY.
UPON DELIVERY OF A NOTICE OF
TERMINATION BY ANY PARTY THE COMPANY MAY RELIEVE EXECUTIVE OF EXECUTIVE'S
RESPONSIBILITIES DESCRIBED IN SECTION 2(B) AND REQUIRE EXECUTIVE TO IMMEDIATELY
CEASE ALL PROFESSIONAL ACTIVITY ON BEHALF OF THE COMPANY.
8.
Restrictive Covenants.
(A)
UNAUTHORIZED DISCLOSURE.
FROM THE DATE HEREOF, AND DURING ANY
PERIOD OF EMPLOYMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES AND FOLLOWING ANY
TERMINATION THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD OR ITS
AUTHORIZED REPRESENTATIVE, EXCEPT TO THE EXTENT REQUIRED BY AN ORDER OF A COURT
HAVING JURISDICTION OR UNDER SUBPOENA FROM AN APPROPRIATE GOVERNMENT AGENCY, IN
WHICH EVENT, EXECUTIVE SHALL USE EXECUTIVE'S BEST EFFORTS TO CONSULT WITH THE
BOARD PRIOR TO RESPONDING TO ANY SUCH ORDER OR SUBPOENA, AND EXCEPT AS REQUIRED
IN THE PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER, EXECUTIVE SHALL NOT DISCLOSE
ANY CONFIDENTIAL OR PROPRIETARY TRADE SECRETS, CUSTOMER LISTS, DRAWINGS,
DESIGNS, INFORMATION REGARDING PRODUCT DEVELOPMENT, MARKETING PLANS, SALES
PLANS, MANUFACTURING PLANS, MANAGEMENT ORGANIZATION INFORMATION (INCLUDING BUT
NOT LIMITED TO DATA AND OTHER INFORMATION RELATING TO MEMBERS OF THE BOARD, THE
COMPANY OR ANY OF ITS AFFILIATES OR TO THE MANAGEMENT OF THE COMPANY OR ANY OF
ITS AFFILIATES), OPERATING POLICIES
10
OR MANUALS, BUSINESS PLANS, FINANCIAL RECORDS, PACKAGING DESIGN, MARKETING,
SALES OR CUSTOMER INFORMATION, OR OTHER FINANCIAL, COMMERCIAL, BUSINESS OR
TECHNICAL INFORMATION (A) RELATING TO THE COMPANY OR ANY OF ITS AFFILIATES OR
(B) THAT THE COMPANY OR ANY OF ITS AFFILIATES MAY RECEIVE BELONGING TO
SUPPLIERS, CUSTOMERS OR OTHERS WHO DO BUSINESS WITH THE COMPANY OR ANY OF ITS
AFFILIATES (COLLECTIVELY, "CONFIDENTIAL INFORMATION") TO ANY THIRD PERSON (AS
DEFINED BELOW) UNLESS SUCH CONFIDENTIAL INFORMATION HAS BEEN PREVIOUSLY
DISCLOSED TO THE PUBLIC OR IS IN THE PUBLIC DOMAIN (IN EACH CASE, OTHER THAN BY
REASON OF EXECUTIVE'S BREACH OF THIS SECTION 8(A)).
(B)
NON-COMPETITION.
DURING THE PERIOD COMMENCING ON THE DATE HEREOF
AND ENDING ON THE LAST DAY OF THE SEVERANCE PERIOD (THE "RESTRICTION PERIOD").
EXECUTIVE SHALL NOT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE BOARD,
DIRECTLY OR INDIRECTLY, OWN ANY INTEREST IN, OPERATE, JOIN, CONTROL OR
PARTICIPATE AS A PARTNER, DIRECTOR, PRINCIPAL, OFFICER, OR AGENT OF, ENTER INTO
THE EMPLOYMENT OF, ACT AS A CONSULTANT TO, OR PERFORM ANY SERVICES FOR ANY
ENTITY WHICH HAS OPERATIONS THAT COMPETE IN ANY MATERIAL RESPECT WITH THE
COMPANY