THE DURATION
OF THE UNEXPIRED NOTICE PERIOD.
(I)
PARACHUTE PAYMENTS.
IN THE EVENT THAT
(I) ANY AMOUNT OR BENEFIT PAID OR DISTRIBUTED TO THE EXECUTIVE PURSUANT TO THIS
AGREEMENT, TAKEN TOGETHER WITH ANY AMOUNTS OR BENEFITS OTHERWISE PAID OR
DISTRIBUTED TO THE EXECUTIVE (COLLECTIVELY, THE "COVERED PAYMENTS"), ARE OR
BECOME SUBJECT TO THE EXCISE TAX IMPOSED UNDER SECTION 4999 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR ANY SIMILAR TAX THAT MAY HEREAFTER BE
IMPOSED (THE "EXCISE TAX"), AND (II) IT WOULD BE ECONOMICALLY ADVANTAGEOUS TO
THE EXECUTIVE TO REDUCE SUCH COVERED PAYMENTS TO AVOID IMPOSITION OF THE EXCISE
TAX, THE COVERED PAYMENTS SHALL BE REDUCED TO AN AMOUNT WHICH MAXIMIZES THE
AGGREGATE PRESENT VALUE (AS DETERMINED IN ACCORDANCE WITH SECTION 280G(D)(4) OF
THE CODE OR ANY SUCCESSOR PROVISION OF THE CODE) OF THE COVERED PAYMENTS WITHOUT
CAUSING THE COVERED PAYMENTS TO BE SUBJECT TO THE EXCISE TAX.
THE REDUCTION
DESCRIBED IN THIS SECTION 6(I) SHALL ONLY BE MADE IF THE NET AFTER-TAX AMOUNT TO
BE RECEIVED BY THE EXECUTIVE AFTER GIVING EFFECT TO THE REDUCTION WILL BE
GREATER THAN THE NET AFTER-TAX AMOUNT THAT WOULD BE RECEIVED BY THE EXECUTIVE
WITHOUT THE REDUCTION.
THE EXECUTIVE SHALL IN HIS SOLE DISCRETION DETERMINE
WHICH AND HOW MUCH OF THE COVERED PAYMENTS SHALL BE ELIMINATED OR REDUCED
CONSISTENT WITH THE REQUIREMENTS OF THIS SECTION 6(I).
(J)
SURVIVAL OF OPERATIVE SECTIONS.
UPON
ANY TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, THE PROVISIONS OF SECTION 6(F)
THROUGH SECTION 6(I), AND SECTION 7 THROUGH SECTION 17 OF THIS AGREEMENT SHALL
SURVIVE TO THE EXTENT NECESSARY TO GIVE EFFECT TO THE PROVISIONS THEREOF.
SECTION 7.
RESTRICTIVE COVENANTS.
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS AND COVENANTS
CONTAINED IN THIS SECTION 7 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 BY HIS EMPLOYMENT WITH THE
COMPANY, AND THAT THE EXECUTIVE 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 7, REFERENCES TO THE
COMPANY SHALL BE DEEMED TO INCLUDE HOLDINGS.
(A)
CONFIDENTIAL INFORMATION.
AT ANY TIME
DURING AND AFTER THE END OF THE EMPLOYMENT TERM, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BOARD, EXCEPT TO THE EXTENT REQUIRED BY AN ORDER OF A COURT
HAVING JURISDICTION OR UNDER SUBPOENA FROM AN APPROPRIATE GOVERNMENT AGENCY, IN
WHICH EVENT, THE EXECUTIVE SHALL USE HIS BEST EFFORTS TO CONSULT WITH THE BOARD
PRIOR TO RESPONDING TO ANY SUCH ORDER OR SUBPOENA, AND EXCEPT AS REQUIRED IN THE
PERFORMANCE OF HIS DUTIES HEREUNDER, THE EXECUTIVE SHALL NOT DISCLOSE ANY
CONFIDENTIAL OR PROPRIETARY TRADE SECRETS, CUSTOMER LISTS, DRAWINGS, DESIGNS,
INFORMATION
6
REGARDING PRODUCT DEVELOPMENT, MARKETING PLANS, SALES PLANS, MANUFACTURING
PLANS, MANAGEMENT ORGANIZATION INFORMATION, OPERATING POLICIES OR MANUALS,
BUSINESS PLANS, FINANCIAL RECORDS, PACKAGING