THE CONTRARY,
THE COMPANY MAY REQUIRE THAT, PRIOR TO PAYMENT OF ANY AMOUNT OR PROVISION OF ANY
BENEFIT OTHER THAN THE ACCRUED OBLIGATIONS, EMPLOYEE SHALL HAVE EXECUTED A
CUSTOMARY GENERAL RELEASE IN FAVOR OF THE COMPANY AND ITS AFFILIATES AND RELATED
PARTIES IN SUCH FORM AS IS REASONABLY REQUIRED BY THE COMPANY, AND ANY WAITING
PERIODS CONTAINED IN SUCH RELEASE SHALL HAVE EXPIRED.
SECTION 10.
RESTRICTIVE COVENANTS.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT (A) THE AGREEMENTS AND COVENANTS CONTAINED
IN THIS SECTION 10 ARE (I) REASONABLE AND VALID IN GEOGRAPHICAL AND TEMPORAL
SCOPE AND IN ALL OTHER RESPECTS, AND (II) ESSENTIAL TO PROTECT THE VALUE OF THE
COMPANY'S BUSINESS AND ASSETS, AND (B) BY HIS EMPLOYMENT WITH THE COMPANY,
EMPLOYEE WILL OBTAIN KNOWLEDGE, CONTACTS, KNOW-HOW, TRAINING AND EXPERIENCE AND
THERE IS A SUBSTANTIAL PROBABILITY THAT SUCH KNOWLEDGE, KNOW-HOW, CONTACTS,
TRAINING AND EXPERIENCE COULD BE USED TO THE SUBSTANTIAL ADVANTAGE OF A
COMPETITOR OF THE COMPANY AND TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
FOR
PURPOSES OF THIS SECTION 10, REFERENCES TO THE COMPANY SHALL BE DEEMED TO
INCLUDE ITS SUBSIDIARIES.
(A)
CONFIDENTIAL INFORMATION.
AT ANY TIME DURING AND AFTER THE END OF
THE PERIOD OF EMPLOYEE'S EMPLOYMENT BY THE COMPANY, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, EXCEPT TO THE EXTENT REQUIRED BY AN ORDER OF A COURT
HAVING JURISDICTION OR UNDER SUBPOENA FROM AN APPROPRIATE GOVERNMENT AGENCY, IN
WHICH EVENT, EMPLOYEE SHALL USE HIS BEST EFFORTS TO CONSULT WITH THE COMPANY
PRIOR TO RESPONDING TO ANY SUCH ORDER OR SUBPOENA, AND EXCEPT AS REQUIRED IN THE
PERFORMANCE OF HIS DUTIES HEREUNDER, EMPLOYEE SHALL NOT DISCLOSE TO OR USE FOR
HIS BENEFIT OR THE BENEFIT OF ANY THIRD PARTY ANY CONFIDENTIAL OR PROPRIETARY
TRADE SECRETS, CUSTOMER LISTS, DRAWINGS, DESIGNS, INFORMATION REGARDING
LEGISLATIVE INITIATIVES, CONTRACT NEGOTIATIONS, VENDOR ARRANGEMENTS, PRODUCT
DEVELOPMENT, MARKETING PLANS, SALES PLANS, MANUFACTURING PLANS, MANAGEMENT
ORGANIZATION INFORMATION, OPERATING POLICIES OR MANUALS, BUSINESS PLANS,
FINANCIAL RECORDS, PACKAGING DESIGN OR OTHER FINANCIAL, COMMERCIAL, BUSINESS OR
TECHNICAL INFORMATION (I) RELATING TO THE COMPANY, OR (II) THAT THE COMPANY MAY
RECEIVE BELONGING TO SUPPLIERS, CUSTOMERS, OR OTHERS WHO DO BUSINESS WITH THE
COMPANY (COLLECTIVELY,
8
"CONFIDENTIAL INFORMATION").
EMPLOYEE'S OBLIGATION UNDER THIS SUBSECTION
10(A) SHALL NOT APPLY TO ANY INFORMATION WHICH (I) IS KNOWN PUBLICLY; OR (II) IS
IN THE PUBLIC DOMAIN OR HEREAFTER ENTERS THE PUBLIC DOMAIN WITHOUT THE BREACH OF
EMPLOYEE OF THIS SUBSECTION 10(A); OR (III) IS MADE AVAILABLE TO EMPLOYEE BY A
THIRD PARTY NOT IN BREACH OF AN OBLIGATION OF CONFIDENTIALITY.
(B)
NON-COMPETITION.
EMPLOYEE COVENANTS AND AGREES THAT DURING THE
NON-COMPETITION RESTRICTED PERIOD, WITH RESPECT TO ANY STATE OF THE UNITED
STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE COMPANY ENGAGES IN
BUSINESS DURING HIS EMPLOYMENT, OR, FOLLOWING TERMINATION OF EMPLOYEE'S
EMPLOYMENT, WAS ENGAGED IN BUSINESS AT THE TIME OF SUCH TERMINATION, EMPLOYEE
SHALL NOT, DIRECTLY OR INDIRECTLY, INDIVIDUALLY OR JOINTLY, 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