BY
EMPLOYER FOR CAUSE, THE DATE ON WHICH NOTICE OF TERMINATION IS GIVEN AS
CONTEMPLATED BY SECTION 7(E) OR, IF LATER, THE DATE OF TERMINATION SPECIFIED IN
SUCH NOTICE, AND (III) IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY EMPLOYER
WITHOUT CAUSE, DUE TO EXECUTIVE'S DISABILITY OR BY EXECUTIVE FOR ANY REASON, THE
DATE THAT IS 30 DAYS AFTER THE DATE ON WHICH NOTICE OF
7
TERMINATION IS GIVEN AS CONTEMPLATED BY SECTION 7(E) OR, IF NO SUCH NOTICE IS
GIVEN, 30 DAYS AFTER THE DATE OF TERMINATION OF EMPLOYMENT.
(H)
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 EMPLOYER, EXECUTIVE SHALL RESIGN, IN WRITING,
FROM ALL BOARD MEMBERSHIPS AND OTHER POSITIONS THEN HELD BY HIM WITH HOLDING,
EMPLOYER AND THEIR RESPECTIVE AFFILIATES.
8
UNAUTHORIZED DISCLOSURE.
DURING THE PERIOD OF EXECUTIVE'S
EMPLOYMENT WITH EMPLOYER AND THE TEN-YEAR PERIOD FOLLOWING ANY TERMINATION OF
SUCH EMPLOYMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF EMPLOYER'S 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 HIS BEST EFFORTS TO CONSULT WITH EMPLOYER'S
BOARD PRIOR TO RESPONDING TO ANY SUCH ORDER OR SUBPOENA, AND EXCEPT AS REQUIRED
IN THE PERFORMANCE OF HIS 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 OF
DIRECTORS OF HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE AFFILIATES OR TO
MANAGEMENT OF HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE AFFILIATES),
OPERATING POLICIES OR MANUALS, BUSINESS PLANS, FINANCIAL RECORDS, PACKAGING
DESIGN OR OTHER FINANCIAL, COMMERCIAL, BUSINESS OR TECHNICAL INFORMATION
(A) RELATING TO HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE AFFILIATES OR
(B) THAT HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE AFFILIATES MAY RECEIVE
BELONGING TO SUPPLIERS, CUSTOMERS OR OTHERS WHO DO BUSINESS WITH HOLDING,
EMPLOYER OR ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "CONFIDENTIAL
INFORMATION") TO ANY THIRD PERSON UNLESS SUCH CONFIDENTIAL INFORMATION HAS BEEN
PREVIOUSLY DISCLOSED TO THE PUBLIC OR IS IN THE PUBLIC DOMAIN (OTHER THAN BY
REASON OF EXECUTIVE'S BREACH OF THIS SECTION 8).
9
NON-COMPETITION.
DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT
WITH EMPLOYER AND, FOLLOWING ANY TERMINATION THEREOF, THE PERIOD ENDING ON THE
LATER OF (A) THE FIRST ANNIVERSARY OF THE DATE OF TERMINATION AND (B) THE LAST
DAY OF THE SEVERANCE PERIOD, EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, BECOME
EMPLOYED IN A SIMILAR EXECUTIVE CAPACITY BY, ENGAGE IN BUSINESS WITH, SERVE AS
AN AGENT OR CONSULTANT TO, OR BECOME A PARTNER, MEMBER, PRINCIPAL OR STOCKHOLDER
(OTHER THAN A HOLDER OF LESS THAN 1% OF THE OUTSTANDING VOTING SHARES OF ANY
PUBLICLY HELD COMPANY) OF, THE MEAD CORPORATION, ANY OF ITS SUBSIDIARIES OR ANY
OTHER CURRENT OR FUTURE DIRECT COMPETITOR (OR ANY OF SUCH DIRECT