Future Conduct a. Each of the Executive and the Company agree that the Executive, on the one hand, and the Company (through any authorized public statement), on the other, shall refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the other such party or, with respect to the Executive’s conduct any of the other Released Parties, provided that nothing herein shall prohibit the Executive from exercising his rights detailed in Section 10 or prohibit either party from giving truthful testimony or evidence to a governmental entity, or if properly subpoenaed or otherwise required to do so under applicable law.
Future Conduct. (a) Confidentiality of this Agreement: Other than as permitted in Section 3(e) above, you agree that you shall not disclose, divulge or publish, directly or indirectly, any information regarding the amount of the severance and benefits agreed to in this Agreement to any person or organization other than (i) your immediate family, (ii) your accountants or attorneys when such disclosure is necessary for the accountants or attorneys to render professional services, (iii) to the taxing authorities, or (iv) when otherwise compelled by law.
Future Conduct. (a) Non-disparagement: Other than as permitted in Section 3(e), you agree not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning the products, services or programs provided by the Company or under development by the Company at the time of your departure.
Future Conduct. Employee agrees that he will not denigrate, defame, disparage or cast aspersions upon the Company, the Company Parties, their products, services, business and manner of doing business, and that he will use his reasonable best efforts to prevent any member of his immediate family from engaging in any such activity. The Company agrees that its Board of Directors and senior executives will not denigrate, defame, disparage or cast aspersions upon Employee, his services, business and manner of doing business. Employee further agrees that in exchange for the Severance Pay and Benefits, during any period of time when Employee is receiving such Severance Pay and/or Benefits, Employee will make himself reasonably available to render, and to render at the request of the Company, services as are deemed reasonably necessary by the Company to effect an orderly transition of Employee’s duties to other employees of the Company. In addition, Employee further agrees to provide reasonable assistance upon the request of the Company related to any litigation in which he may be of assistance or in which his testimony is required. Executive shall be entitled to reasonable compensation and reimbursement of necessary expenses in rendering such assistance. Employee also hereby acknowledges and agrees that his post-employment duties and obligations under the Proprietary Information and Inventions Agreement and the Non-Competition and Non-Solicitation Agreement signed in connection with his employment with the Company will remain in full force and effect in accordance with their terms, and that any breach of such agreements will also constitute a breach of this present Agreement in accordance with Section 7 below.
Future Conduct. The Committing Parties undertake to:
Future Conduct. The Executive agrees that he shall refrain and the Company agrees that it shall use reasonable efforts to refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the other such party or, with respect to the Executive’s conduct any of the other Released Parties, provided that nothing herein shall prohibit the Executive from exercising his rights detailed in Section 9 or prohibit either party from giving truthful testimony or evidence to a governmental entity, or if properly subpoenaed or otherwise required to do so under applicable law. The Executive agrees that he has no present or future right to employment with the Company or any of the other Released Parties and will not apply for employment with any of them. Subject to and except as otherwise provided in Section 9 of this Agreement: (a) the Executive shall cooperate fully with the Company and the other Released Parties in transitioning his responsibilities as requested by the Company; (b) the Executive agrees, subject to the advice of legal counsel, to voluntarily make himself available to the Company and its legal counsel, at the Company’s request without the necessity of obtaining a subpoena or court order, in the Company’s investigation, preparation, prosecution and/or defense of any actual or potential legal proceeding, regulatory action, or internal matter; and (c) subject to the advice of legal counsel, the Executive agrees to provide any information reasonably within the Executive’s recollection. The Executive’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as the Company and the other Released Parties may reasonably require and not unreasonably interfering with the Executive’s other full-time business endeavors, and giving truthful evidence and truthful testimony and executing and delivering to the Company and any of the other Released Parties any truthful papers reasonably requested by any of them. The Executive shall be reimbursed for reasonable out-of-pocket expenses that he incurs in rendering cooperation after the Separation Date pursuant to this Section 7(e).
Future Conduct. You agree not to engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm the reputation, goodwill or commercial interests of Medtronic or its management. You will refrain from making any statements including disparaging, derogatory or otherwise negative comments or statements about Medtronic to any person, including specifically but not limited to, any person affiliated in any way with any actual or potential employee, customer, vendor or competitor of Medtronic or any member of the medical, business, professional or scientific community with whom Medtronic has had or, to your knowledge, has contemplated a business, professional, or scientific relationship. Medtronic, its officers and directors agree not to engage in any form of conduct, or make any statements or representations, that disparage or otherwise harm you or your reputation. Medtronic will refrain from making any statements including disparaging, derogatory or otherwise negative comments or statements about you to any person.
Future Conduct. Nothing herein shall prohibit or bar you from providing truthful testimony in any legal proceeding or in communicating with any governmental agency or representative or from making any truthful disclosure required, authorized or permitted under law; provided, however, that in providing such testimony or making such disclosures or communications, you will use your best efforts to ensure that this Section is complied with to the maximum extent possible. Notwithstanding the foregoing, nothing in this Agreement shall bar or prohibit you from contacting, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or local law. However, you nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages in any agency proceeding in which you do so participate.
Future Conduct. (a) In consideration of the release set forth below, the Company shall comply with all Federal and State securities laws which are required to allow for the sale of the Restricted Stock under Rule 144.
Future Conduct. Employee agrees not to engage in any form of conduct, or make any statements or representations, that are untruthful or disparage or otherwise harm or potentially harm the reputation, goodwill or commercial interests of any Company Entity or any current, past or future director, employee or manager of any Company Entity. This includes, but is not limited to, statements or representations to the press or other media. In addition, Employee agrees to cooperate fully with the Company, including its attorneys and accountants, in connection with transitioning her responsibilities and any potential, threatened or actual litigation, arbitrations, claims, disputes, proceedings, or internal or government investigations (“Proceedings”), which directly or indirectly involve any Company Entity. Employee agrees to appear as a witness voluntarily, upon the Company’s request, regardless of whether served with a subpoena, and be available to attend depositions, court proceedings, consultations or meetings regarding any such Proceedings, as requested by the Company. The Company acknowledges that these efforts, if necessary, will impose on Employee’s time and would likely interfere with other commitments Employee may have in the future. Consequently, the Company shall attempt to schedule such depositions, court June 2, 2016 /s/ Xxxxxx Xxxxxxxxx Date Xxxxxx Xxxxxxxxx proceedings, consultations or meetings in coordination with Employee’s schedule, but Employee recognizes that any such scheduling may be beyond the Company’s control. Likewise, the Company agrees to compensate Employee for her time hereunder at a rate of one hundred percent (100%) of Employee’s base salary as of the Separation Date pro-rated to an hourly rate, for actual time spent traveling to and from and attending such depositions, consultations or meetings, not to include ancillary time spent at hotels and related locations during evenings between proceedings. The Company also agrees to reimburse Employee for the out-of-pocket expenditures actually and reasonably incurred by Employee in connection with the performance of the services contemplated by this Subsection III(B), including hotel accommodations, air fare, transportation and meals consistent with the Company’s generally-applicable expense reimbursement policies. Any compensation paid by the Company to Employee under this Subsection III(B) shall be in exchange for Employee’s time and is not dependent upon the character or content of any information Emp...
