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Caseys General: Resignation From Board Of Directors

The following excerpt is from the company's SEC filing.

. Handley acknowledges that a condition precedent to his being elected to the position of President and Chief Executive Officer and receiving any of the compensation or benefits set forth in this Agreement, was his agreement to execute and deliver to the Company an irrevocable letter of resignation from the Board of Directors of the Company, in a form reasonably satisfactory to the Company. The resignation shall provide that if Handley's employment ends for any reason pursuant to this Section 7, Handley tenders his resignation from the Board of Directors simultaneously with the termination of employment. The Boa rd of Directors shall have unfettered discretion to accept or not accept that resignation.

8.

COVENANTS OF HANDLEY

8.1 Handley will promptly disclose to the Company and assign to the Company his entire right, title, and interest in any invention, idea, or work, whether patentable or not or copyrightable or not, which is conceived or made solely or jointly by him while employed by the Company and which relates in any manner to the actual or reasonably anticipated business, research, or other activities of the Company or which is suggested by or results from any task assigned to or performed by Handley on behalf of the Company. Handley further agrees that he promptly will disclose to the Company any and all inventions, ideas, or works covered by this paragraph, and that he, if requested, will promptly execute a specific assignment of title to the Company for such inventions, ideas, or works, and that he will take all reasonable actions necessary to enable the Company to secure patent, copyright or other protection in the United States and in foreign countries. If the Company is unable because of Handley's mental or physical incapacity to secure Handley's signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company hereunder, then Handley hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by him. Handley hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from any such application for letters patent or copyright registrations belonging to the Company hereunder.

8.2 As used in this Agreement, the term "Confidential Information" includes so much of the Company's information, knowledge, inventions, discoveries, ideas, research, methods, practices, processes, systems, formulae, designs, concepts, products, projects, improvements and developments that have unique and special value to the Company, and that are not generally known to the public or its competitors. The term shall include but not be limited to (i) trade secrets, as defined by law; (ii) information relating to the possible store locations or acquisitions, current or possible new products or services to be offered for sale in the Company's stores, operating methods or procedures used in the business of the Company; (iii) financial condition, profits, and indebtedness of the Company; (iv) people and entities with whom the Company has existing or prospective business and employment relationships and information the Company has or may receive regarding those relationships; (vii) information the Company has received from others that carries an obligation to treat it as confidential or proprietary; and (viii) other matters or details not otherwise publicly disclosed in the Company's filings with the U. S. Securities and Exchange Commission ("SEC") whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans.

8.3 Handley acknowledges that the business of the Company is regional in scope; that its goods and services are marketed throughout a fourteen-state region, and that the

Company competes with other organizations that are or could be located in any of the states in which the Company does business. Handley further acknowledges that in the course of the Company's business, it has amassed a significant body of Confidential Information, which has been acquired over a number of years and at great expense, to which Handley has been, and will be, provided access in order to perform his duties at Company, and that Handley will add to the Confidential Information during the course of his employment. Handley further acknowledges that the Confidential Information is and shall remain the sole and exclusive property of the Company, and that the Company has proprietary interests in maintaining the secrecy of its Confidential Information. Handley further acknowledges that as a result of the services to be rendered to the Company hereunder, Handley will be brought into close contact with Confidential Information of the Company, its subsidiaries and affiliates, not readily available to the public.

8.4 Handley shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information of the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Handley during Handley's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Handley or his representatives in violation of this Agreement). Specifically, during employment, Handley shall exercise the utmost care to safeguard the Confidential Information, and shall only Disclose (as defined below) the Confidential Information as directed or permitted by the Company and in order to further the Company's best interests, or as required to comply with a validly issued court order or administrative subpoena. Except as required for the proper performance of his duties, Handley will not copy any documents, data, tapes, or other media containing the Confidential Information or remove any of the Confidential Information. During his employment, Handley shall, upon the request of the Company, immediately return any and all of the Confidential Information in Handley's possession, custody, or control. For purposes of this provision, "Disclose" shall mean to directly or indirectly divulge, convey, reproduce, summarize, reformat, show, discuss, use, or tangibly possess in verbal, written, or electronic form, the Confidential Information.

8.5 Upon the severance (regardless of the reason) of the employment relationship between Handley and the Company, Handley shall immediately return to the Company any and all Confidential Information within Handley's possession, custody, or control. In addition, Handley shall immediately return to the Company all Company-owned property, including but not limited to keys, passwords, passcards, identification cards, credit cards, vehicles, computers, printers, pagers, smart phones and PDAs. In addition, upon the severance (regardless of the reason) of the employment relationship between Handley and the Company, without the prior written consent of the Company, Handley shall not ever Disclose any Confidential Information other than to those designated by the Company, or except as may be required to comply with a validly issued court order or administrative subpoena.

8.6 Handley acknowledges that part of the information included in Confidential Information in this section includes information regarding the personnel of the Company (including, without limitation, information about salaries, duties, qualifications, performance levels, and terms of compensation of other employees), its customers, and its suppliers. Handley agrees that, regardless of the reason for the severance, for a period of two (2) years following the date of the severance of Handley's employment relationship with Company, Handley shall not directly or indirectly (such as by providing information or assistance to any other person or entity) (i) encourage any person who was an employee of the Company during the time Handley was employed by the Company to leave the employ of the Company, or (ii) interfere with, disrupt or attempt to disrupt, any existing relationship, contractual or otherwise, between the Company, its subsidiaries or affiliated entities, and any customer, client, supplier or agent of the Company. In addition to any other remedies that may be available to it under this agreement, the Company shall be entitled to terminate the payments being made to (or for the benefit of) Handley under Section 7.4 in the event of any breach by Handley of this Section 8.6.

8.7 Upon the severance (regardless of the reason) of the employment relationship between Handley and the Company, Handley agrees that for a period of two (2) years following the date of such severance, he will not accept employment or an engagement as a consultant with a competitor of the Company without the prior written consent of the Company, which may be granted or withheld by the Company in its sole and absolute discretion. For purposes of this Section 8.7, the word "competitor" means any person or entity engaged in the business of operating, in two or more states, retail "convenience stores"; supermarkets or grocery stores; gasoline stations, travel plazas or other vehicle fuel outlets;...


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