Change in Control for any reason other than Cause, Death or Disability, the Employer shall pay to the Executive a benefit as defined in Section 7(a) below in lieu of any other payment or benefit whatsoever.
(a) Amount. The benefit payable to Executive under this Section 7 shall be anamount equal to one (1) times the Executives Cash Compensation for the most recently completed calendar year as provided in Sections 5(a) and 5(b); and the annualized amounts be paid for the Executives benefits participation level for the most recently completed calendar year as provided in Section 5(f) and in effect at the time of the Change in Control.
(b) Payment. The amount due under the above Subsection (a) shall be paid in a lump sum within thirty (30) days of termination of employment or, if later, the Change in Control.
(c) Excess Parachute Payment. The amount payable under this Section 7 shall be reduced if the aggregate of the amount payable per Section 7(a), together with all other payments and the value attributable to the immediate vesting of unvested options, restricted stock or any other deferred benefits or awards, excluding qualified benefit plans, constitutes an Excess Parachute Payment as defined in Section 280G of the Code, as subsequently amended. The Employer shall reduce the payment under this Section 7 so that the payment, together with the aggregate of all other amounts due as described previously described in this paragraph, is one ($1) dollar less than that amount which would constitute an Excess Parachute Payment.
8. Confidential Information. The Executive recognizes and acknowledges that he will have access to certain information of the Employer and its subsidiaries and that such information is confidential and constitutes valuable, special and unique property of the Employer. The Executive agrees to maintain in strict confidence and, except as necessary to perform his duties for the Employer, agrees not to use or disclose any Trade Secrets of the Employer during or after his employment. Trade Secret means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list, that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In addition, the Executive agrees to maintain in strict confidence and, except as necessary to perform his duties for the Employer, not to use or disclose any Confidential Business Information of the Employer during his employment and for a period of 36 months following termination of the Executives employment (regardless of whether this Agreement terminates or expires). Confidential Business Information shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning the Employers financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans; product or service plans; marketing plans and methods; training, educational and administrative manuals; customer and supplier information and purchase histories; and employee lists. The provisions of this Section 8 shall also apply to protect Trade Secrets and Confidential Business Information of third parties provided to the Employer under an obligation of secrecy.
9. Delivery of Documents upon Termination. At the Employers request, the Executive shall deliver to the Employer or its designee at the termination of the Executives employment all correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Executive, solely or jointly with others, that are in the Executives possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business of the Employer.