Acknowledgment by the Executive. The Executive acknowledges and confirms that: (i) the restrictive covenants contained in this Section 1.4 are reasonably necessary to protect the legitimate business interests of the Company; (ii) the restrictions contained in this Section 1.4 (including, without limitation, the length of the term of the provisions of this Section 1.4) are not overbroad, overlong, or unfair and are not the result of overreaching, duress, or coercion of any kind; and (iii) the Executive’s entry into this Agreement and, specifically this Section 1.4, is a material inducement and required condition to the Company’s entry into this Agreement.
Acknowledgment by the Executive. The Executive acknowledges that (a) during the Employment Period and as part of his employment, the Executive will be afforded access to Confidential Information that the Employer has devoted substantial time, effort, and resources to develop and compile; (b) public disclosure of such Confidential Information would have an adverse effect on the Employer and its business; (c) the Employer would not disclose such information to the Executive, nor employ or continue to employ the Executive without the agreements and covenants set forth in this Article 5; and (d) the provisions of this Article 5 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information.
Acknowledgment by the Executive. Notwithstanding anything herein to the contrary, the Executive hereby understands, acknowledges and agrees that the Bank or Holding Company may, each in its sole discretion, amend, modify, freeze, suspend or terminate any or all of the incentive compensation, stock option, employee benefit and other plans and programs referenced herein at any time and from time to time in the future as provided in such plans and programs. Provided, however, that any such amendment, modification, freezing, suspension or termination will not affect any of the Executive’s vested or accrued benefits under any such plans or programs.
Acknowledgment by the Executive. Notwithstanding anything in this Agreement to the contrary, the Executive understands, acknowledges and agrees that the Company may, in its sole discretion, amend, modify, replace, freeze, suspend or terminate any or all of the incentive compensation, employee benefit, retirement and other plans and programs available, as well as any other rules, policies or procedures applicable, to the Executive from time to time, but only so long as any such actions are not designed to affect solely the Executive.
Acknowledgment by the Executive. The Executive acknowledges and confirms that the restrictive covenants contained in Sections 12, 13 and 14 hereof (including without limitation the length of the term of the provisions of Section 14) are required by the Companies as an inducement to enter into this Agreement, are reasonably necessary to protect the legitimate business interests of the Companies, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges that the restrictions contained in Sections 12, 13 and 14 hereof are intended to be, and shall be, for the benefit of and shall be enforceable by the Companies and their successors and assigns. The Executive expressly agrees that upon any breach or violation of the provisions of Sections 12, 13, or 14 hereof, the Companies, or any of them, shall be entitled, as a matter of right, in addition to any other rights or remedies they may have, to: (a) temporary and/or permanent injunctive relief in any court of competent jurisdiction as described in Section 16 hereof; and (b) such damages as are provided at law or in equity. The existence of any claim or cause of action against any of the Company, the Affiliates, or Argan, or their respective subsidiaries or affiliates, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the restrictions contained in Sections 12, 13 or 14 hereof.
Acknowledgment by the Executive. The Executive has carefully read and considered the terms and conditions of this Agreement and agrees that all of the above-stated restrictions, obligations and promises are fair and reasonable and reasonably required for the protection of the interests of the Company. The Executive acknowledges that he has been advised to consult with a counsel of his own choosing regarding this Agreement. The Executive further acknowledges that the goodwill and value of the Company is enhanced by these provisions and that said enhancement is desired by the Executive. The Executive indicates his acceptance of this Agreement by signing and returning the enclosed copy of this Agreement where indicated below. SM&A Confidential Pace Executive Severance and Retention Agreement
Acknowledgment by the Executive. The Executive has carefully read and considered the terms and conditions of this Agreement and agrees that all of the above-stated restrictions, obligations and promises are fair and reasonable and reasonably required for the protection of the interests of the Company. The Executive acknowledges that [he/she] has been advised to consult with a counsel of [his/her] own choosing regarding this Agreement. The Executive further acknowledges that the goodwill and value of the Company is enhanced by these provisions and that said enhancement is desired by the Executive. The Executive indicates [his/her] acceptance of this Agreement by signing and returning the enclosed copy of this Agreement where indicated below.
Acknowledgment by the Executive. The Executive acknowledges and confirms that the restrictive covenants contained in this Section 5 (including without limitation the length of the term of the provisions of this Section 5) are reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad, overlong, or unfair and are not the result of duress or coercion of any kind. The Executive further acknowledges and confirms that the compensation payable to the Executive under this Agreement is in consideration for the duties and obligations of the Executive hereunder, including the restrictive covenants contained in this Section 5, and that such compensation is sufficient, fair and reasonable. The Executive further acknowledges and confirms that the Executive’s full, uninhibited and faithful observance of each of the covenants contained in this Section 5 will not cause the Executive any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Executive’s ability to obtain employment commensurate with the Executive’s abilities and on terms fully acceptable to Executive or otherwise to obtain income required for the comfortable support of the Executive and the Executive’s family and the satisfaction of the needs of the Executive’s creditors. The Executive acknowledges and confirms that the Executive’s special knowledge of the Business is such as would cause the Company serious injury or loss if the Executive were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 5. The Executive further acknowledges that the restrictions contained in this Section 5 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and permitted assigns.
Acknowledgment by the Executive. As an inducement to Holdings to issue ------------------------------- the Purchased Shares and as a condition thereto, the Executive acknowledges and agrees that:
(i) neither the issuance of the Purchased Shares to the Executive nor any provision contained herein shall entitle the Executive to remain in the employment of International, Holdings or any of their subsidiaries or affect the right of International and Holdings to terminate the Executive's employment at any time and for any reason; and
(i) Holdings shall have no duty or obligation to disclose to the Executive, and the Executive shall have no right to be advised of, any material information regarding Holdings or its subsidiaries (including without limitation any financing, acquisition or going public plans or proposals or any projections or forecasts) at any time prior to, upon or in connection with any repurchase of Purchased Shares by Holdings.
Acknowledgment by the Executive. The Executive acknowledges that (a) during the Employment Period and as part of his employment, the Executive will be afforded access to Confidential Information that the Company has devoted substantial time, effort, and resources to develop and compile; (b) public disclosure of such Confidential Information would have an adverse effect on the Company and its business; (c) the Company would not disclose such information to the Executive, nor employ or continue to employ the Executive without the agreements and covenants set forth in this Article 5; (d) the Company is employing the Executive because of his expertise and skill in the Company's business, and thus, would be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of any and all Executive Inventions (defined below); and (e) the provisions of this Article 5 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to enable the Company to acquire sole and exclusive ownership of the Executive Inventions.
