CONTINUE PARTICIPATION IN THE COMPANY'S GROUP HEALTH OR DENTAL
PLAN AT THE EXECUTIVE'S COST UNDER COBRA OR OTHER APPLICABLE LAW, THE
EXECUTIVE'S PARTICIPATION IN COMPANY BENEFITS SHALL TERMINATE PURSUANT TO THE
TERMS OF THE APPLICABLE BENEFIT PLANS BASED ON THE DATE OF TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT, WITHOUT REGARD TO ANY CONTINUATION OF BASE SALARY OR
OTHER PAYMENT TO THE EXECUTIVE FOLLOWING SUCH DATE OF TERMINATION.
(C)
PROVISIONS OF THIS AGREEMENT SHALL SURVIVE
ANY TERMINATION IF SO PROVIDED HEREIN OR IF NECESSARY OR DESIRABLE TO ACCOMPLISH
THE PURPOSES OF OTHER SURVIVING PROVISIONS, INCLUDING WITHOUT LIMITATION THE
OBLIGATIONS OF THE EXECUTIVE UNDER SECTIONS 7, 8 AND 9 HEREOF. THE OBLIGATIONS
OF THE COMPANY UNDER SECTIONS 5(D), 5(E), 5(F), 5(G) AND 5(H) HEREOF ARE
EXPRESSLY CONDITIONED UPON THE EXECUTIVE'S CONTINUED FULL PERFORMANCE OF
OBLIGATIONS UNDER SECTIONS 7, 8 AND 9 HEREOF. THE EXECUTIVE RECOGNIZES THAT,
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5(D) OR 5(E) OR 5(F), NO COMPENSATION IS
EARNED AFTER TERMINATION OF EMPLOYMENT.
7.
CONFIDENTIAL INFORMATION.
(A)
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY
AND ITS AFFILIATES CONTINUALLY DEVELOP CONFIDENTIAL INFORMATION; THAT THE
EXECUTIVE MAY DEVELOP CONFIDENTIAL INFORMATION FOR THE COMPANY AND ITS
AFFILIATES; AND THAT THE EXECUTIVE MAY LEARN OF CONFIDENTIAL INFORMATION DURING
THE COURSE OF EMPLOYMENT. THE EXECUTIVE WILL COMPLY WITH THE POLICIES AND
PROCEDURES OF THE COMPANY AND ITS AFFILIATES FOR PROTECTING CONFIDENTIAL
INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON OR USE, OTHER THAN AS
11
REQUIRED BY APPLICABLE LAW OR FOR THE PROPER PERFORMANCE OF HIS DUTIES AND
RESPONSIBILITIES TO THE COMPANY AND ITS AFFILIATES, ANY CONFIDENTIAL INFORMATION
OBTAINED BY THE EXECUTIVE INCIDENT TO HIS EMPLOYMENT OR OTHER ASSOCIATION WITH
THE COMPANY OR ANY OF ITS AFFILIATES. THE EXECUTIVE UNDERSTANDS THAT THIS
RESTRICTION SHALL CONTINUE TO APPLY AFTER HIS EMPLOYMENT TERMINATES, REGARDLESS
OF THE REASON FOR SUCH TERMINATION, FOR A PERIOD OF THREE (3) YEARS. FURTHER,
THE EXECUTIVE AGREES TO PROVIDE PROMPT NOTICE TO THE COMPANY OF ANY REQUIRED
DISCLOSURE OF CONFIDENTIAL INFORMATION SOUGHT PURSUANT TO SUBPOENA, COURT ORDER
OR ANY OTHER LEGAL REQUIREMENT AND TO PROVIDE THE COMPANY A REASONABLE
OPPORTUNITY TO SEEK PROTECTION OF THE CONFIDENTIAL INFORMATION PRIOR TO ANY SUCH
DISCLOSURE.
(B)
ALL DOCUMENTS, RECORDS, TAPES AND OTHER MEDIA
OF EVERY KIND AND DESCRIPTION RELATING TO THE BUSINESS, PRESENT OR OTHERWISE, OF
THE COMPANY OR ANY OF ITS AFFILIATES AND ANY COPIES, IN WHOLE OR IN PART,
THEREOF (THE "DOCUMENTS"), WHETHER OR NOT PREPARED BY THE EXECUTIVE, SHALL BE
THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY AND ITS AFFILIATES. THE EXECUTIVE
SHALL SAFEGUARD ALL DOCUMENTS AND SHALL SURRENDER TO THE COMPANY AT THE TIME HIS
EMPLOYMENT TERMINATES, OR AT SUCH EARLIER TIME OR TIMES AS THE BOARD OR ITS
DESIGNEE MAY SPECIFY, ALL DOCUMENTS THEN IN THE EXECUTIVE'S POSSESSION OR
CONTROL.
8.
ASSIGNMENT OF RIGHTS TO INTELLECTUAL
PROPERTY. THE EXECUTIVE AGREES TO MAINTAIN ACCURATE AND COMPLETE CONTEMPORANEOUS
RECORDS OF, AND SHALL IMMEDIATELY AND FULLY DISCLOSE AND DELIVER TO THE COMPANY,
ALL INTELLECTUAL PROPERTY, AS DEFINED BELOW. THE EXECUTIVE HEREBY ASSIGNS AND
AGREES