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EXHIBIT 10.3
Annex A
RESTRICTIVE COVENANTS
(a)
Nondisclosure and Nonuse of Trade Secrets. The Participant
acknowledges that he has had and will have access to confidential
information of
the Company and its Affiliates (including, but not limited to,
current and
prospective confidential know-how, specialized training, customer
lists,
marketing plans, business plans, financial and pricing information,
and
information regarding acquisitions, mergers and/or joint ventures)
concerning
the business, customers, clients, contacts, prospects, and assets
of the Company
and its Affiliates that is unique, valuable and not generally known
outside the
Company and its Affiliates, and that was obtained from the Company
or an
Affiliate or which was learned as a result of the performance of
services by the
Participant on behalf of the Company or an Affiliate ("Trade
Secrets"). Trade
Secrets shall not include any information that: (i) is now, or
hereafter
becomes, through no act or failure to act on the part of the
Participant that
constitutes a breach of this Annex A, generally known or available
to the
public; (ii) is known to the Participant at the time such
information was
obtained from the Company or an Affiliate; (iii) is hereafter
furnished without
restriction on disclosure to the Participant by a third party,
other than an
employee or agent of the Company or an Affiliate, who is not under
any
obligation of confidentiality to the Company or an Affiliate; (iv)
is disclosed
with the written approval of the Company or an Affiliate; or (v) is
required to
be disclosed or provided by law, court order, or similar
compulsion, including
pursuant to or in connection with any legal proceeding involving
the parties
hereto; provided however, that such disclosure shall be limited to
the extent so
required or compelled; and provided further, however, that if the
Participant is
required to disclose such confidential information, he shall give
the Company
notice of such disclosure and cooperate in seeking suitable
protections. Other
than in the course of performing services for the Company and its
Affiliates,
the Participant will not, at any time, either during the
Participant's Service
or thereafter, directly or indirectly use, divulge, furnish or make
accessible
to any person any Trade Secrets, but instead will keep all Trade
Secrets
strictly and absolutely confidential. The Participant will deliver
promptly to
the Company or the Affiliate that employed the Participant, at the
termination
of his employment or at any other time at the request of the
Company or an
Affiliate, without retaining any copies, all documents and other
materials in
his possession relating, directly or indirectly, to any Trade
Secrets.
(b)
Non-Competition. The Participant acknowledges and agrees t
