TO
DIVULGE, DISCLOSE OR MAKE ACCESSIBLE SUCH INFORMATION; PROVIDED, FURTHER, THAT
IN THE EVENT THAT EXECUTIVE IS ORDERED BY A COURT OR OTHER GOVERNMENT AGENCY TO
DISCLOSE ANY CONFIDENTIAL INFORMATION OR PERSONAL INFORMATION, EXECUTIVE SHALL
(I) PROMPTLY NOTIFY THE COMPANY OF SUCH ORDER, (II) AT THE WRITTEN REQUEST OF
THE COMPANY, DILIGENTLY CONTEST SUCH ORDER AT THE SOLE EXPENSE OF THE COMPANY AS
EXPENSES OCCUR, AND (III) AT THE WRITTEN REQUEST OF THE COMPANY, SEEK TO OBTAIN,
AT THE SOLE EXPENSE OF THE COMPANY, SUCH CONFIDENTIAL TREATMENT AS MAY BE
AVAILABLE UNDER APPLICABLE LAWS FOR ANY INFORMATION DISCLOSED UNDER SUCH ORDER.
FOR PURPOSES OF THIS SECTION 10(C), (I) "CONFIDENTIAL INFORMATION" SHALL MEAN
NON-PUBLIC INFORMATION CONCERNING THE FINANCIAL DATA, STRATEGIC BUSINESS PLANS,
PRODUCT DEVELOPMENT (OR OTHER PROPRIETARY PRODUCT DATA), CUSTOMER LISTS,
MARKETING PLANS AND OTHER NON-PUBLIC, PROPRIETARY AND CONFIDENTIAL INFORMATION
RELATING TO THE BUSINESS OF THE COMPANY OR CUSTOMERS, THAT, IN ANY CASE, IS NOT
OTHERWISE AVAILABLE TO THE PUBLIC (OTHER THAN BY EXECUTIVE'S BREACH OF THE TERMS
HEREOF) AND (II) "PERSONAL INFORMATION" SHALL MEAN ANY INFORMATION CONCERNING
THE PERSONAL, SOCIAL OR BUSINESS ACTIVITIES OF THE OFFICERS OR DIRECTORS OF THE
COMPANY. UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE
SHALL RETURN ALL COMPANY PROPERTY, INCLUDING, WITHOUT LIMITATION, FILES,
RECORDS, DISKS AND ANY MEDIA CONTAINING CONFIDENTIAL INFORMATION OR PERSONAL
INFORMATION.
(D)
COOPERATION. DURING THE EMPLOYMENT TERM AND AT ANY TIME
THEREAFTER, EXECUTIVE AGREES TO COOPERATE (I) WITH THE COMPANY IN THE DEFENSE OF
ANY LEGAL MATTER INVOLVING ANY MATTER THAT AROSE DURING EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY
16
AND (II) WITH ALL GOVERNMENT AUTHORITIES ON MATTERS PERTAINING TO ANY
INVESTIGATION, LITIGATION OR ADMINISTRATIVE PROCEEDING PERTAINING TO THE
COMPANY. THE COMPANY WILL REIMBURSE EXECUTIVE FOR ANY REASONABLE TRAVEL AND OUT
OF POCKET EXPENSES INCURRED BY EXECUTIVE IN PROVIDING SUCH COOPERATION. THE
COMPANY AGREES TO COOPERATE WITH THE EXECUTIVE IN THE SAME MANNER AS DESCRIBED
ABOVE.
(E)
CLAWBACK.
IF EXECUTIVE BREACHES SECTION 10(A) OF THIS AGREEMENT,
THE COMPANY MAY DEMAND THAT EXECUTIVE REPAY TO THE COMPANY, AND UPON SUCH DEMAND
EXECUTIVE SHALL REPAY TO THE COMPANY, THE GROSS AMOUNT OF THE SEVERANCE
INSTALLMENTS MADE BY THE COMPANY TO EXECUTIVE PURSUANT TO SECTION 9(C) OF THIS
AGREEMENT.
11.
ENFORCEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY'S
REMEDIES AT LAW FOR A BREACH OR THREATENED BREACH OF ANY OF THE PROVISIONS OF
SECTIONS 10 OF THIS AGREEMENT WOULD BE INADEQUATE AND, IN RECOGNITION OF THIS
FACT, EXECUTIVE AGREES THAT, IN THE EVENT OF SUCH A BREACH OR THREATENED BREACH,
IN ADDITION TO ANY REMEDIES AT LAW, THE COMPANY, WITHOUT POSTING ANY BOND, SHALL
BE ENTITLED TO OBTAIN EQUITABLE RELIEF IN THE FORM OF SPECIFIC PERFORMANCE,
TEMPORARY RESTRAINING ORDER, TEMPORARY OR PERMANENT INJUNCTION OR ANY OTHER
EQUITABLE REMEDY WHICH MAY THEN BE AVAILABLE. IN ADDITION, THE COMPANY SHALL BE
ENTITLED TO IMMEDIATELY CEASE PAYING ANY AMOUNTS REMAINING DUE OR PROVIDING THE
SEVERANCE INSTALLMENTS TO EXECUTIVE PURSUANT TO SECTION 9 OF THIS AGREEMENT UPON
A DETERMINATION BY THE COMPANY THAT EXECUTIVE HAS VIOLATED ANY PROVISION