Exhibit 10.7
EMPLOYEE NON-COMPETITION AND
CONFIDENTIALITY
AGREEMENT
THIS EMPLOYEE NON-COMPETITION AND
CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as
of this 17th day of August, 2000 by and between DQE FINANCIAL
CORP., its successors and assigns (“Company”) and
WILLIAM F. FIELDS (“Employee”).
WHEREAS, Employee currently serves
as President of Company; and
WHEREAS, as of the date hereof,
Employee is being granted stock options pursuant to the DQE
Long-Term Incentive Plan (the “Grant”).
NOW, THEREFORE, in consideration of
the Grant and the enhanced severance benefits as set forth below,
and intending to be legally bound, Employee agrees to the following
terms and conditions:
1. Severance Benefits. (a) In
the event the Company terminates Employee’s employment
without Cause (as defined below), Employee shall be entitled to
salary continuance for twelve (12) months and benefits then enjoyed
by Employee if and to the extent permitted by law until Employee
gains employment at which time Employee shall have the obligation
to notify the Company and such benefits (but not salary
continuance) shall cease. Under no circumstances will Employee be
entitled to more than one (1) year of severance benefits. For
purposes of this Agreement, “Cause” shall mean any of
the following that is demonstrably and materially injurious to the
interest, property, operations, business or reputation of the
Company or any of its affiliates: (i) Employee’s breach of
(A) the Guidelines for Ethical Conduct of DQE and its Family of
Companies; or (B) the Rules of Conduct set forth in Section Six of
the DQE Policy Manual, each as in effect from time to time; (ii)
Employee’s theft or embezzlement, or attempted theft or
embezzlement, of money or property of the Company or its
affiliates; Employee’s perpetration or attempted perpetration
of fraud, or his participation in fraud or attempted fraud, on
Company or its affiliates; or Employee’s unauthorized
appropriation of, or his intentional attempt to misappropriate, any
tangible or intangible assets or property of Company or its
affiliates; or (iii) any act or acts of disloyalty, misconduct, or
moral turpitude by Employee or Employee’s conviction of a
crime.
(b) Notwithstanding any provision
herein to the contrary, Company shall not have any obligation to
pay any amount or provide any benefit, as the case may be, under
this Agreement, unless and until Employee executes (i) a release of
Company, its affiliates and related parties, in such form as
Company may reasonably request, of all claims against Company, its
affiliates and related parties relating to Employee’s
employment and termination thereof and (ii) an agreement to
continue to comply with, and be bound by, Sections 2, 3, 4, 5, 6
and 7 of this Agreement.
2. Non-Disclosure Of Confidential
Information . Employee acknowledges that all Confidential
Information shall at all times remain the property of the Company
and its affiliates (i.e., another company the majority
interest of which is owned by the Company or by a parent or
subsidiary of the Company). “Confidential Information”
means all information disclosed to Employee or known by Employee as
a consequence of or through Employee’s employment, which is
not generally known in the industry in which the Company and/or an
affiliate is or may become engaged, about the Company’s or an
affiliates’ business, products, processes, and services,
including but not limited to information relating to research,
development, inventions, computer program designs, flow charts,
source and object codes, products and services under development,
pricing and pricing strategies, marketing and selling strategies,
power generating, servicing, purchasing, accounting, engineering,
costs and costing strategies, sources of supply, customer lists,
customer requirements, business methods or practices, training and
training programs, and the documentation thereof. It includes, but
is not limited to, proprietary information and trade secrets of the
Company and its affiliates. It will be presumed that information
supplied to the Company and its affiliates from outside sources is
Confidential Information unless and until it is designated
otherwise.
Employee will safeguard and maintain
on the premises of the Company, to the extent possible in the
performance of Employee’s work for the Company, all documents
and things that contain or embody Confidential Information. Except
as required as part of Employee’s duties to the Company,
Employee will not, during his employment by the Company, or
thereafter, directly or indirectly use, divulge, disseminate,
disclose, lecture upon, or publish any Confidential Information
without having first obtained written permission from the Company
to do so.
3. Inventions . All
Inventions made or conceived by Employee, either solely or jointly
with others, (i) during Employee’s employment by the Company
and (ii) within one (1) year after termination of such employment,
whether or not such Inventions are made or conceived during the
hours of Employee’s employment or with the use of the
Company’s facilities, materials, or personnel, will be the
property of the Company or its nominees. “Invention”
means discoveries, concepts, and ideas, whether patentable or not,
including, but not limited to apparatus, processes, methods,
techniques, and formulae, as well as improvements thereof or
know-how related thereto, relating to any present or prospective
activities of the Company and its affiliates.
Employee will, without royalty or
any other additional consideration:
(a) inform the Company promptly and
fully of such Inventions by written reports, setting forth in
detail a description, the operation and the results
achieved;
(b) assign to the Company all
Employee’s right, title, and interest in and to such
Inventions, any applications for United States and foreign Letters
Patent, any continuations, div
