4.4 Return of Materials. Executive expressly acknowledges that all data, books, records
and other Confidential Information of the Company and its affiliates obtained in connection with the Companys business is the exclusive property of the Company or its affiliates and that upon the termination of Executives employment by
the Company or its affiliates, Executive will immediately surrender and return to the Company or its affiliates all such items and all other property belonging to the Company or its affiliates then in the possession of Executive, and Executive shall
not make or retain any copies thereof.
4.5 Property of the Company. Executive acknowledges that from time to time in the course of
providing services pursuant to this Agreement, Executive shall have the opportunity to inspect and use certain property, both tangible and intangible, of the Company and its affiliates and Executive hereby agrees that such property shall remain the
exclusive property of the Company and its affiliates. Executive shall have no right or proprietary interest in such property, whether tangible or intangible, including, without limitation, Executives customer and supplier lists, contract
forms, books of account, computer programs and similar property.
4.6 Reasonable in Scope and Duration; Consideration. Executive
agrees and acknowledges that the restrictions contained in this Section 4 are reasonable in scope and duration and are necessary to protect the business interests and Confidential Information of the Company and its affiliates after the
Effective Date of this Agreement, and Executive further agrees and acknowledges that he has reviewed the provisions of this Agreement with his legal counsel. Executive acknowledges and agrees that Executive will receive substantial, valuable
consideration from the Company for the covenants contained in this Section 4, including without limitation, compensation and other benefits.
Termination Prior to Expiration of Term. Notwithstanding anything to the contrary contained in Section 2, Executives employment may be terminated prior to the expiration of the Term only as provided in this Section 5.
5.2 Death or Disability.
(a) The Company may terminate Executives employment hereunder due to death or Disability (as defined below). If Executives
employment hereunder is terminated as a result of death or Disability, Executive (or Executives estate or personal representative in the event of death) shall be entitled to receive (i) all Base Salary due to Executive through the date of
termination, (ii) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of
Executives termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction
of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or
benefits were granted to Executive (items (i) through (iii) above collectively referred to as Accrued Employment Entitlements), (iv) a lump sum payment equal to twelve (12) months of Executives
full Base Salary, which shall be payable as soon as practicable following the date of termination but not later than March 15 of the first calendar year following the year of such
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