Employee is permanently and totally incapacitated from engaging in any employment for the Company because of physical or mental conditions, or (ii) Employee meets the requirements for long-term disability benefits under the long term disability plan of the Company, or has satisfied the requirements for disability benefits under Social Security law (or a similar law outside the U.S. if Employee is employed there) then in effect.
(e) Severance/Termination Benefits. A Retention Incentive Bonus is an extraordinary item of compensation, and is separate and apart from any severance or termination payments to which Employee may be entitled on termination pursuant to any severance plan that is in effect on Employees termination date, and this Agreement shall not reduce, offset, or preclude any such severance or termination payments, if applicable. The amount of the severance or termination benefits, if any, will be determined in accordance with the terms of such severance plan applicable at the time. Any amounts to be paid under this Agreement shall not be treated as compensation for purposes of computing or determining any additional benefit payable under any severance plan, bonus plan, savings plan, insurance plan, pension plan, or other employee benefit plan maintained by the Company, its parent or their subsidiaries or affiliates.
3. Confidentiality. Employee agrees not to disclose or discuss, other than with Employees legal counsel, financial or tax adviser, and spouse (if any), either the existence or any details of this Agreement, unless otherwise required to do so by law. Employee will obtain the agreement of any such legal counsel, financial or tax adviser, and/or spouse, and make a good faith effort to ensure that Employee will not disclose or discuss the existence or any details of this Agreement with any other person.
4. Non-solicitation of Customers. In accepting the benefits provided in this Agreement, Employee agrees that during his or her employment with the Company or its Affiliates, and for the period of two (2) years following the Employees termination of employment for any reason, or such longer period of non-solicitation as is included in any offer letter or any other agreement between Employee and the Company or its Affiliates, the Employee will not, directly or indirectly, on Employees own behalf or on behalf of another (i) solicit, aid or induce any customer of the Company or its Affiliates that Employee was responsible for, directly or indirectly through direct supervisor or management of other employees, departments or business units of the Company, to purchase goods or services then sold by the Company or its Affiliates from another person or entity, or assist or aid any other person or entity in identifying or soliciting any such customer, or (ii) solicit, aid or induce any customer that was pursued by the Company and where Employee had direct contact, participated in the contact, or had knowledge of Confidential Information because of Employees employment with the Company within the twenty-four (24) months preceding Employees Termination Date if that sale or service would be located in a region where Employee had substantial responsibilities while employed by the Company or its Affiliates.
5. Non-Solicitation of Employees. In accepting the benefits provided in this Agreement, Employee agrees that during his or her employment with the Company or its Affiliates, and for the period of two (2) years following the Employees termination of employment for any reason, or such longer period of non-solicitation as is included in