AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement. (b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made. (c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 2 contracts
Samples: Employment Agreement (TJX Companies Inc /De/), Employment Agreement (TJX Companies Inc /De/)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxxmark-up department store. Executive agrees that if, at any time, pursuant pursxxxx to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 2 contracts
Samples: Employment Agreement (TJX Companies Inc /De/), Employment Agreement (TJX Companies Inc /De/)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event events of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date 2003 meeting date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disabilitydisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions or furnishings store within ten (10) 10 miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.T.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) A. Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) B. During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries company and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.employment
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment the Employment Period at any time, then time for a period of two years after the termination of the Employment Periodany reason, Executive shall not during the Prohibited Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organizationorganization in which Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which Executive is affiliated or for which Executive renders any services. "Prohibited Period" shall mean a period coterminous with the period of base salary continuation (without regard to reduction for income from other employment or self-employment) which is applicable or which would have been applicable had the termination been pursuant to Section 7(a), in the case of termination on or prior to the last day of the Original Term, or 7(b), in the case of termination after the last day of the Original Term. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment the Employment Period at any timetime for any reason, then for a period of two years after from the termination date of the Employment Periodtermination, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organizationorganization in which Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which Executive is affiliated or for which Executive renders any services. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his her employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for of the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his her employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Causecause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock than-one percent equity interest in a corporationan entity), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions store (such as T.J. Maxx or furnishings store Marshalls) within ten (10) 10 miles of any "then existing or proposed Company storeexisting" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.T.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "“protected person" ” or recommend the employment of any "“protected person" ” to any other business organization. A "“protected person" ” shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "“protected person" ” to whom the foregoing applies, (ii) each subcategory of "“protected person" ” as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "“protected person" ” and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his her employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his her employment voluntarily at any time, including by reason of retirement or disabilityDisability but not including a Valid Reason Termination, or if the Company should end Executive's ’s employment at any time for Cause, then for a period of two years thereafter, Executive will not engagenot, either as directly or indirectly, be a principal, employee, partner, consultant partner or investor (other than a lessin, or be engaged in any employment, consulting, or fees-than-1% stock interest in a corporation)for-services arrangement with, in a any business which is a competitor of the Company and its Subsidiaries, nor shall Executive undertake any planning to engage in any such business. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally generally, or (ii) if it shall operate an off-price family apparel apparel, off-price footwear, off-price jewelry, off-price accessories, off-price home furnishings and/or off-price home fashions business, including any such business that is store-based, catalogue-based, or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "“e-commerce" ” or other off-price internet-based off-price family apparel and/or home fashions or furnishings business; provided, that the mere application for employment with a competitive business shall not be treated as prohibited planning to engage in such business. Executive will not be deemed to have violated the provisions of this Section 8(b) merely by reason of being engaged in an employment, consulting or other fees-for-services arrangement with an entity that manages a competitor private equity, venture capital or leveraged buyout fund that in turn invests in one or more businesses deemed competitors of the Company and its Subsidiaries under clause this Section 8(b), provided that (iiiA) only if such fund is not intended to, and does not in fact, invest primarily in such businesses, and (B) Executive demonstrates to the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor reasonable satisfaction of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions that her arrangement with such entity will not involve the provision of employment, consulting or furnishings business only if the Company other services, directly or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer indirectly, to any such store business or to the fund with respect to its investment or proposed investment in any such business and that isshe will not participate in any meetings, at the time of termination of the Employment Perioddiscussions, operated by the Company or interactions in which any such business or any Subsidiary such proposed investment is proposed to be or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive is likely to engage in a business that operates a conventional or full xxxx-up department storebe discussed. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If, during the two-year period following termination of the Employment Period at any time or for any reason and while she is still entitled to benefits under Section 5 of this Agreement, Executive engages in any activity that would be prohibited under Section 8(b) above following a voluntary termination of employment, the Company’s obligation to pay benefits under Section 5 shall forthwith cease and Executive shall be entitled only to (x) payment of such vested amounts as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (y) payment of any vested benefits to which the Executive is entitled under the Company’s tax-qualified plans; and (z) such rights, if any, under any stock options or other stock-based awards that were granted under the Stock Incentive Plan and that are held by Executive on the Date of Termination as are provided under the terms of those awards.
(d) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his her securing employment or becoming self-employed during any period when Executive's ’s compensation from the Company shall be subject to reduction or his her benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his her compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he she has returned all such items in his her possession or under his her control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "“protected person" ” or recommend the employment of any "“protected person" ” to any other business organization. A "“protected person" ” shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. .
(b) As to (i) each "“protected person" ” to whom the foregoing applies, (ii) each subcategory of "“protected person" ” as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "“protected person" ” and (iv) each month of the period during which the provisions of this subsection (ab) apply to each of the foregoing, the provisions set forth in this subsection (ab) are shall be deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (ab) or any other term of this Agreement.
(bc) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disabilityDisability, or if the Company should end Executive's ’s employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as be a principal, employee, partner, consultant partner or investor (other than a lessin, or be engaged in any employment, consulting, or fees-than-1% stock interest in a corporation)for-services arrangement with, in a any business which is a competitor of the Company and its Subsidiaries, nor shall Executive undertake any planning to engage in any such business. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel apparel, off-price footwear, off-price jewelry, off-price accessories, off-price giftware, off-price toys and games, off-price home furnishings and/or off-price home fashions business, including any such business that is store-based, catalogue-based, media-based or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "“e-commerce" ” or other off-price internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that ifIf, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(cd) If Executive shall never use or disclose any confidential information other than as required by applicable law or for the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when proper performance of Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 ’s regular duties and (ii) to furnish responsibilities to the Company written evidence and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of his compensation earned from the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the property of the Company and its Subsidiaries. Executive must safeguard all Documents and must surrender to the Company at such employment time or self-employment times as the Company shall from time to time requestmay specify all Documents then in Executive’s possession or control. In addition, upon termination of the Employment Period employment for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company Documents and shall execute a certificate certifying that he or she has returned all such items Documents in his her possession or under his or her control.
(e) If, following termination of the Employment Period at any time or for any reason and while he is still entitled to benefits under Section 5 of this Agreement, Executive engages in any activity that would be prohibited under this Section 8 following a voluntary termination of employment, the Company’s obligation to pay benefits under Section 5 shall forthwith cease and Executive shall be entitled only to (x) payment of such vested amounts as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (y) payment of any vested benefits to which the Executive is entitled under the Company’s tax-qualified plans; and (z) Stock Incentive Plan Benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Section 3(b) (Existing Awards) and 3(c) (New Stock Awards). A Participant shall notify the Company immediately upon securing employment or becoming self-employed during any period when any benefits may be subject to termination as provided in this Section 8.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any timetime for any reason, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive (i) to be employed by the Company or its Subsidiaries or (ii) to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, applies (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, services of each "protected person" and (iviii) each month of the period during which the provisions of this subsection Subsection (a) apply to each of the foregoing, the provisions set forth in this subsection Subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection Subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have had access to confidential information and business plans for of the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries(a "Competitive Business"). A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) Competitive Business if it shall operate an off-price family apparel and/or a chain of home fashions improvement stores (such as Home Depot, Lowe's, Eagle Hardware, Orchard Supply & Hardware, or furnishings Builders Square) that includes a store located within ten (10) 10 miles of any "then existing or proposed Company existing" HomeBase warehouse store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company storeexisting" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary of its subsidiaries or divisions or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates exclusively a chain of membership warehouse clubs, conventional or full xxxxmark-up department storestores, generxx merchandise discount department stores, or apparel stores. In addition, if during a period of salary continuation under Section 5(a)(i) following Executive's termination by the Company for any reason other than Cause, Executive so engages in a Competitive Business, Executive's rights to any further salary continuation or benefits continuation under Sections 5(a)(i) and 5(a)(ii) shall terminate. Executive agrees that if, at any time, pursuant to action of any court, court or administrative or governmental body or other arbitral tribunalbody, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) During the Employment Period and upon termination for any reason, Executive shall keep confidential and not disclose Company plans or other confidential or proprietary information of the Company to any unauthorized person unless legally required to do so, in which case Executive will first notify the Company and cooperate with the Company to obtain a judicial or administrative order protecting such confidentiality. If the Employment Period terminates, Executive agrees (i) to notify the Company immediately promptly upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 5 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time reasonably request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all Company property and all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control. In the event of the death of Executive, Executive's estate shall comply with this obligation.
Appears in 1 contract
Samples: Employment Agreement (Homebase Inc)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event events of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disabilitydisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions or furnishings store within ten (10) 10 miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.T.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement. Notwithstanding the foregoing provisions of this Section 8(a), upon automatic termination of the Employment Period on the 2006 meeting date, or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then the restrictions of this Section 8(a) shall apply for three (3) years thereafter rather than for the two years referenced in the first paragraph hereof.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date 2006 meeting date or if Executive should earlier end his employment voluntarily at any time, including by reason of retirement or disabilityDisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of two three (3) years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock equity interest in a corporationan entity), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally generally, or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by reason of engaging in an a promotional off-price family apparel and/or home fashions or furnishings home-furnishing business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary direct or indirect subsidiary of the Company or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for For a period of two years eighteen (18) months after the termination Termination From Employment Date, the Executive will not directly or indirectly:
a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the Employment Period, Executive shall not under any circumstances employ, solicit outstanding stock of a publicly held company) that is competitive with the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organizationCompany’s business. A "protected person" shall be a person known by Executive to be employed by the Company business or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement enterprise shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) competitive if it shall operate an off-price family apparel a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or home fashions or furnishings general merchandise that includes a warehouse store located within ten (10) 10 miles of any "“then existing existing” BJ’s Wholesale Club warehouse store, or proposed Company store" any other business that competes with the Company. Competitive business or (iii) if it shall operate an onenterprise also includes any store or business operated or owned by Wal-lineMart Stores, "e-commerce" Inc., Costco Wholesale Corporation, or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor any of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a businessrespective affiliates thereof. The term "“then existing or proposed Company store" in the previous sentence existing” shall refer to any such warehouse store that is, at the time of termination of the Employment PeriodExecutive’s employment, operated by the Company or any Subsidiary of its subsidiaries or divisions or under lease for operation as aforesaid. Nothing herein shall restrict ; or
b) Either alone or in association with others (i) solicit, or permit any organization directly or indirectly controlled by the right of Executive to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage in a business as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination or cessation of the Executive’s employment with the Company; provided that operates a conventional this clause (ii) shall not apply to the solicitation, hiring or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action engagement of any courtindividual whose employment with the Company has been terminated for a period for six (6) months or longer at the time of such solicitation, administrative hiring or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is madeemployment.
(c) If the Employment Period terminatesExecutive violates the provisions of this Section 5, the eighteen (18) month period referred to in this Section 5 shall recommence and the Executive agrees shall continue to be bound by the restrictions set forth in this Section 5 until a period of eighteen (i18) months has expired without any violation of such provisions.
d) If any restriction set forth in Section 5 is found by any court of competent jurisdiction to notify the Company immediately upon his securing employment be unenforceable because it extends for too long a period of time or becoming self-employed during any period when Executive's compensation from the Company over too great a range of activities or in too broad a geographic area, it shall be subject interpreted to reduction extend only over the maximum period of time, range of activities or his benefits provided by geographic area as to which it may be enforceable.
e) The restrictions contained in this Section 5 are necessary for the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination protection of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information business and business plans good will of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 5 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall execute have the right to obtain an injunction from a certificate certifying that he has returned all court restraining such items in his possession a breach or under his controlthreatened breach and the right to specific performance of the provisions of this Section 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.
Appears in 1 contract
Samples: Salary Continuation Agreement (BJS Wholesale Club Inc)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock than-l% equity interest in a corporationan entity), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions store (such as T.J. Maxx or furnishings store Marshalls) within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.T.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any timetime for any reason, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive (i) to be employed by the Company or its Subsidiaries or (ii) to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, applies (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, services of each "protected person" and (iviii) each month of the period during which the provisions of this subsection Subsection (a) apply to each of the foregoing, the provisions set forth in this subsection Subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection Subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have had access to confidential information and business plans for of the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries(a "Competitive Business"). A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) Competitive Business if it shall operate an off-price family apparel and/or a chain of home fashions improvement stores (such as Home Depot, Lowe's, Eagle Hardware, Orchard Supply & Hardware, or furnishings Builders Square) that includes a store located within ten (10) 10 miles of any "then existing or proposed Company existing" HomeBase warehouse store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company storeexisting" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary of its subsidiaries or divisions or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates exclusively a chain of membership warehouse clubs, conventional or full xxxxmark-up department storestores, general merchandise discount departxxxx stores, or apparel stores. In addition, if during a period of salary continuation under Section 5(a)(i) following Executive's termination by the Company for any reason other than Cause, Executive so engages in a Competitive Business, Executive's rights to any further salary continuation or benefits continuation under Sections 5(a)(i) and 5(a)(ii) shall terminate. Executive agrees that if, at any time, pursuant to action of any court, court or administrative or governmental body or other arbitral tribunalbody, the operation of 6 any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) During the Employment Period and upon termination for any reason, Executive shall keep confidential and not disclose Company plans or other confidential or proprietary information of the Company to any unauthorized person unless legally required to do so, in which case Executive will first notify the Company and cooperate with the Company to obtain a judicial or administrative order protecting such confidentiality. If the Employment Period terminates, Executive agrees (i) to notify the Company immediately promptly upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 5 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time reasonably request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all Company property and all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control. In the event of the death of Executive, Executive's estate shall comply with this obligation.
Appears in 1 contract
Samples: Employment Agreement (Homebase Inc)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment the Employment Period at any time, then time for a period of two years after the termination of the Employment Periodany reason, Executive shall not during the Prohibited Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "“protected person" ”, or recommend the employment of any "“protected person" ” to any other business organizationorganization in which Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which Executive is affiliated or for which Executive renders any services. “Prohibited Period” shall mean a period coterminous with the period of base salary continuation (without regard to reduction for income from other employment or self-employment) which is applicable or which would have been applicable had the termination been pursuant to Section 8(a). A "“protected person" ” shall be a person known by Executive to be employed by the Company Employer or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "“protected person" ” to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "“protected person" ” and (iviii) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment the Employment Period at any time, then time for a period of two years after the termination of the Employment Periodany reason, Executive shall not during the Prohibited Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" ", or recommend the employment of any "protected person" to any other business organizationorganization in which Executive has any direct or indirect interest (other than a less-than-one precent equity interest in the entity), with which Executive is affiliated or for which Executive renders any services. "Prohibited Period" shall mean a period coterminous with the period of base salary continuation (without regard to reduction for income from other employment or self-employment) which is applicable or which would have been applicable had the termination been pursuant to Section 8(a). A "protected person" shall be a person known by Executive to be employed by the Company Employer or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "protected person" and (iviii) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
Samples: Employment Agreement (Waban Inc)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event events of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement. Notwithstanding the foregoing provisions of this Section 8(a), upon automatic termination of the Employment Period on the 2003 meeting date, or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then the restrictions of this Section 8(a) shall apply for three (3) years thereafter rather than for the two years referenced in the first paragraph hereof.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date 2003 meeting date or if Executive should earlier end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.of
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, The Executive shall not during the Severance Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "“protected person" ”, or recommend the employment of any "“protected person" ” to any other business organizationorganization in which the Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which the Executive is affiliated or for which the Executive renders any services. A "“protected person" ” shall be a person known by the Executive to be employed by the Company or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "“protected person" ” to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "“protected person" ” and (iviii) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During The Executive acknowledges that during the course of his employmenther employment with the Company, Executive will have she learned many trade secrets of the Company and its Subsidiaries and will have had access to confidential information and business plans for of the Company and its SubsidiariesCompany. Therefore, upon termination of during the Employment Period on Severance Period, the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employeeexecutive, partner, consultant or investor (other than a less-than-1% stock than-one percent equity interest in a corporationan entity), in a business Wal-Mart Stores, Inc., or any affiliate of Wal-Mart Stores, Inc. or any business, which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions a chain of membership warehouse clubs (such as Sam’s Club or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaidCostco). Nothing herein shall restrict the right of the Executive to engage in a business that operates exclusively a chain of home improvement stores, conventional or full xxxxmxxx-up department storestores, general merchandise discount department stores, or apparel stores. The Executive agrees that if, at any time, pursuant to action of any court, court or administrative or governmental body or other arbitral tribunalbody, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If The Executive acknowledges that the Employment Period terminates, Executive agrees (i) to notify restrictions contained in this Section 3 are necessary for the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination protection of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information business and business plans goodwill of the Company and considers the restrictions to be reasonable for such purpose. The Executive agrees that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and that therefore, in the event of any breach of this Agreement, the Executive agrees that the Company, in addition to such other remedies that may be available, shall execute be entitled to specific performance and other injunctive relief without posting a certificate certifying that he has returned all such items in his possession or under his controlbond.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event events of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon automatic termination of the Employment Period on the End Date January 26, 2002, or if Executive should end his employment voluntarily at any time, including by reason of retirement or disabilitydisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.-11- 15
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment the Employment Period at any time, then time for a period of two years after the termination of the Employment Periodany reason, Executive shall not during the Prohibited Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" ", or recommend the employment of any "protected person" to any other business organizationorganization in which Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which Executive is affiliated or for which Executive renders any services. "Prohibited Period" shall mean a period coterminous with the period of base salary continuation (without regard to reduction for income from other employment or self-employment) which is applicable or which would have been applicable had the termination been pursuant to Section 8(a). A "protected person" shall be a person known by Executive to be employed by the Company Employer or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "protected person" and (iviii) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its Subsidiaries. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company and its Subsidiaries. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
Samples: Employment Agreement (Homebase Inc)
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date 2008 meeting date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disabilityDisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock equity interest in a corporationan entity), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally generally, or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions or furnishings store within ten (10) miles of any "then existing or proposed Company store," or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by reason of engaging in an a promotional off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary direct or indirect subsidiary of the Company or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxxmark-up department store. Executive agrees that if, at any time, pursuant puxxxxnt to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" or recommend the employment of any "protected person" to any other business organization. A "protected person" shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "protected person" and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries company and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employee, partner, consultant or investor (other than a less-than-1% stock equity interest in a corporationan entity), in a business which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an a promotional off-price family apparel and/or home fashions or furnishings store within ten (10) 10 miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.T.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, Executive shall not under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "“protected person" ” or recommend the employment of any "“protected person" ” to any other business organization. A "“protected person" ” shall be a person known by Executive to be employed by the Company or its Subsidiaries or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "“protected person" ” to whom the foregoing applies, (ii) each subcategory of "“protected person" ” as defined above, (iii) each limitation on (A) employment, (B) solicitation and (C) unsolicited acceptance of services, of each "“protected person" ” and (iv) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During the course of his employment, Executive will have learned many trade secrets of the Company and its Subsidiaries and will have access to confidential information and business plans for the Company and its SubsidiariesCompany. Therefore, upon termination of the Employment Period on the End Date 2009 meeting date or if Executive should earlier end his employment voluntarily at any time, including by reason of retirement or disabilityDisability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's ’s employment at any time for Cause, then for a period of two (2) years thereafter, Executive will not engagenot, either as directly or indirectly (including, without limitation, indirectly through any entity or its subsidiaries or affiliates), be a principal, employee, partner, consultant partner or investor (other than a lessin, or be engaged in any employment, consulting, or fees-than-1% stock interest in a corporation)for-services arrangement with, in a any business which is a competitor of the Company and its Subsidiaries, nor shall Executive undertake any planning to engage in any such business. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally generally, or (ii) if it shall operate an off-price family apparel apparel, off-price footwear, off-price jewelry, off-price accessories, off-price giftware, off-price toys and games, off-price home furnishings and/or off-price home fashions business, including any such business that is store-based, catalogue-based, media-based or furnishings store within ten (10) miles of any "then existing or proposed Company store" or (iii) if it shall operate an on-line, "“e-commerce" ” or other off-price internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company store" in the previous sentence shall refer to any such store that is, at the time of termination of the Employment Period, operated by the Company or any Subsidiary or under lease for operation as aforesaid. Nothing herein shall restrict the right of Executive to engage in a business that operates a conventional or full xxxx-up department store. Executive agrees that if, at any time, pursuant to action of any court, administrative or governmental body or other arbitral tribunal, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If, during the two-year period following termination of the Employment Period at any time or for any reason and while he is still entitled to benefits under Section 5 of this Agreement, Executive engages in any activity that would be prohibited under Section 8(b) above following a voluntary termination (other than a voluntary termination for Valid Reason) of employment, the Company’s obligation to pay benefits under Section 5 shall forthwith cease and Executive shall be entitled only to (x) payment of such vested amounts, if any, as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (y) payment of any vested benefits to which Executive is entitled under the Company’s tax-qualified plans; and (z) such rights, if any, under any stock options or other stock-based awards that were granted under the Stock Incentive Plan and that are held by Executive on the Date of Termination as are provided under the terms of those awards.
(d) If the Employment Period terminates, Executive agrees (i) to notify the Company immediately upon his securing employment or becoming self-employed during any period when Executive's ’s compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information and business plans of the Company and shall execute a certificate certifying that he has returned all such items in his possession or under his control.
Appears in 1 contract
AGREEMENT NOT TO SOLICIT OR COMPETE. (a) Upon the termination of employment at any time, then for a period of two years after the termination of the Employment Period, The Executive shall not during the Severance Period under any circumstances employ, solicit the employment of, or accept unsolicited the services of, any "protected person" ", or recommend the employment of any "protected person" to any other business organizationorganization in which the Executive has any direct or indirect interest (other than a less-than-one percent equity interest in an entity), with which the Executive is affiliated or for which the Executive renders any services. A "protected person" shall be a person known by the Executive to be employed by the Company or its Subsidiaries subsidiaries at or to have been employed by Company or its Subsidiaries within six months prior to the commencement of conversations with such person with respect to employment. As to (i) each "protected person" to whom the foregoing applies, (ii) each subcategory of "protected person" as defined above, (iii) each limitation on (A) employmentemployment of, (B) solicitation of, and (C) unsolicited acceptance of servicesservices from, of each "protected person" and (iviii) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) are deemed to be separate and independent agreements and in the event of unenforceability of any such agreement, such unenforceable agreement shall be deemed automatically deleted from the provisions hereof and such deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.
(b) During The Executive acknowledges that during the course of his employmentemployment with the Company, Executive will have he learned many trade secrets of the Company and its Subsidiaries and will have had access to confidential information and business plans for of the Company and its SubsidiariesCompany. Therefore, upon termination of during the Employment Period on Severance Period, the End Date or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability, or if the Company should end Executive's employment at any time for Cause, then for a period of two years thereafter, Executive will not engage, either as a principal, employeeexecutive, partner, consultant or investor (other than a less-than-1% stock than-one percent equity interest in a corporationan entity), in a business Wal-Mart Stores, Inc., or any affiliate of Wal-Mart Stores, Inc. or any business, which is a competitor of the Company and its SubsidiariesCompany. A business shall be deemed a competitor of the Company and its Subsidiaries if and only (i) if it shall then be so regarded by retailers generally or (ii) if it shall operate an off-price family apparel a chain of membership warehouse clubs (such as Sam's Club or Costco), or warehouse stores selling food and/or home fashions or furnishings general merchandise, that includes a warehouse store located within ten (10) 10 miles of any "then existing or proposed Company existing" BJ's Wholesale Club warehouse store" or (iii) if it shall operate an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; provided, that a business shall be deemed a competitor of the Company and its Subsidiaries under clause (iii) only if the Company or a Subsidiary is then also operating an on-line, "e-commerce" or other internet-based off-price family apparel and/or home fashions or furnishings business; and further provided, that a business shall be deemed a competitor of the Company and its Subsidiaries by engaging in an off-price family apparel and/or home fashions or furnishings business only if the Company or a Subsidiary is then also engaged in such a business. The term "then existing or proposed Company storeexisting" in the previous sentence shall refer to any such warehouse store that is, at any time during the time of termination of the Employment Severance Period, operated by the Company or any Subsidiary of its subsidiaries or divisions or under lease for operation as aforesaid. Nothing herein shall restrict the right of the Executive to engage in a business that operates exclusively a chain of home improvement stores, conventional or full xxxx-up department storestores, general merchandise discount department stores, or apparel stores. The Executive agrees that if, at any time, pursuant to action of any court, court or administrative or governmental body or other arbitral tribunalbody, the operation of any part of this paragraph shall be determined to be unlawful or otherwise unenforceable, then the coverage of this paragraph shall be deemed to be restricted as to duration, geographical scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable in the particular jurisdiction in which such determination is made.
(c) If The Executive acknowledges that the Employment Period terminates, Executive agrees (i) to notify restrictions contained in this Section 3 are necessary for the Company immediately upon his securing employment or becoming self-employed during any period when Executive's compensation from the Company shall be subject to reduction or his benefits provided by the Company shall be subject to termination as provided in Section 6 and (ii) to furnish to the Company written evidence of his compensation earned from any such employment or self-employment as the Company shall from time to time request. In addition, upon termination protection of the Employment Period for any reason other than the death of Executive, Executive shall immediately return all written trade secrets, confidential information business and business plans goodwill of the Company and considers the restrictions to be reasonable for such purpose. The Executive agrees that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and that therefore, in the event of any breach of this Agreement, the Executive agrees that the Company, in addition to such other remedies that may be available, shall execute be entitled to specific performance and other injunctive relief without posting a certificate certifying that he has returned all such items in his possession or under his controlbond.
Appears in 1 contract
