Common use of Certain Covenants of Executive Clause in Contracts

Certain Covenants of Executive. (a) As used in Section 10 and Section 11, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customer, supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, "Trade Secrets") are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive's duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section 10, the Company shall be entitled to an injunction (in addition to all other remedies it may have) restraining Executive from committing or continuing such violation. If any provision or application of this Section 10 is held unlawful or unenforceable in any respect, this Section 10 shall be revised or applied in a manner that renders it lawful and enforceable to the fullest extent possible. (e) Upon termination of Executive's employment for any reason, Executive covenants to resign from the Board effective no later than the Termination Date. (f) Prior to the payment of any amount pursuant to Sections 6(d)(1)(i)(B), 6(d)(2)(i)(B) and Section 9, Executive shall have executed the release in the form set forth as Exhibit A (with the blanks appropriately filled in) and the release shall have become irrevocable.

Certain Covenants of Executive. (a) As used in Section 10 9 and Section 1110, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "“control" ” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's Executive’s employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customercustomer (defined by those companies from which the Company has either solicited business or have prepared marketing proposals for the solicitation of business within the past 12 months prior the Date of Termination), supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, "“Trade Secrets"”) are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive's ’s duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 9 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section 10Section, the Company shall be entitled to an injunction (in addition to all other remedies it may have) restraining Executive from committing or continuing such violation. If any provision or application of this Section 10 is held unlawful or unenforceable in any respect, this Section 10 shall be revised or applied in a manner that renders it lawful and enforceable to the fullest extent possible. (e) Upon termination of Executive's ’s employment for any reason, Executive covenants to resign from the Board effective no later than the Termination Date. (f) Prior to the payment of any amount pursuant to Sections 6(d)(1)(i)(B), 6(d)(2)(i)(B) and Section 96, Executive shall have executed the release in the form set forth as Exhibit A (with the blanks appropriately filled in) and the such release shall have become irrevocable. The release shall exclude those claims related to Executive’s vested Employee Options, vested Performance Options, Accrued Obligations, the obligations of paragraph 9(g), and any rights of indemnification from third party claims that existed prior to Executive’s termination. (g) Upon termination of the Executive’s employment for any reason, the Company shall not publicly criticize or disparage in any manner or by any means the Executive. Upon termination of the Executive’s employment for any reason, Executive shall not publicly criticize or disparage in any manner or by any means the Company.

Certain Covenants of Executive. (a) As used in Section 10 9 and Section 1110, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "“control" ” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's Executive’s employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customercustomer (defined by those companies from which the Company has either solicited business or have prepared marketing proposals for the solicitation of business within the past 12 months prior the Date of Termination), supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, "“Trade Secrets"”) are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive's ’s duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 9 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section 10Section, the Company shall be entitled to an injunction (in addition to all other remedies it may have) restraining Executive from committing or continuing such violation. If any provision or application of this Section 10 is held unlawful or unenforceable in any respect, this Section 10 shall be revised or applied in a manner that renders it lawful and enforceable to the fullest extent possible. (e) Upon termination of Executive's ’s employment for any reason, Executive covenants to resign from the Board effective no later than the Termination Date. (f) Prior to the payment of any amount pursuant to Sections 6(d)(1)(i)(B), 6(d)(2)(i)(B) and Section 96, Executive shall have executed the release in the form set forth as Exhibit A (with the blanks appropriately filled in) and the such release shall have become irrevocable. The release shall exclude those claims related to Executive’s vested Employee Options, vested Performance Options, Accrued Obligations, the obligations in paragraph 9(g), and any rights of indemnification from third party claims that existed prior to Executive’s termination. (g) Upon termination of the Executive’s employment for any reason, the Company shall not publicly criticize or disparage in any manner or by any means the Executive. Upon termination of the Executive’s employment for any reason, Executive shall not publicly criticize or disparage in any manner or by any means the Company.

Certain Covenants of Executive. (a) As used in Section 10 9 and Section 1110, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "“control" ” meaning the direct or indirect ownership of 50% or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's Executive’s employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customercustomer (defined by those companies from which the Company has either solicited business or have prepared marketing proposals for the solicitation of business within the past 12 months prior the Date of Termination), supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel. (c) Executive hereby acknowledges and agrees that all non-public information and data of the Company, including without limitation that related to product and service formulation, customers, pricing, sales, and financial results (collectively, "“Trade Secrets"”) are of substantial value to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance of Executive's ’s duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 9 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event of any violation or threatened violation by Executive of any provision of this Section 10Section, the Company shall be entitled to an injunction (in addition to all other remedies it may have) restraining Executive from committing or continuing such violation. If any provision or application of this Section 10 is held unlawful or unenforceable in any respect, this Section 10 shall be revised or applied in a manner that renders it lawful and enforceable to the fullest extent possible. (e) Upon termination of Executive's ’s employment for any reason, Executive covenants to resign from the Board effective no later than the Termination Date. (f) Prior to the payment of any amount pursuant to Sections 6(d)(1)(i)(B), 6(d)(2)(i)(B) and Section 96, Executive shall have executed the release in the form set forth as Exhibit A (with the blanks appropriately filled in) and the release release, which shall except out those claims related to Executive’s vested Employee Options or vested Performance Options and Accrued Obligations, shall have become irrevocable.

Certain Covenants of Executive. (a) As used in Section 10 9 and Section 1110, the Company shall include the Company and each corporation, partnership, or other entity that controls the Company, is controlled by the Company, or is under common control with the Company (in each case "“control" ” meaning the direct or indirect ownership of fifty percent (50% %) or more of all outstanding equity interests). (b) While Executive is employed by the Company and, following the termination of the Executive 's Executive’s employment for any reason, until the first anniversary of the Date of Termination, Executive will not, directly or indirectly: (i) employ or attempt to employ any director, officer, or employee of the Company, or otherwise interfere with or disrupt any employment relationship (contractual or other) of the Company; (ii) solicit, request, advise, or induce any present or potential customercustomer (defined by those companies from which the Company has either solicited business or have prepared marketing proposals for the solicitation of business within the past twelve (12) months prior the Date of Termination), supplier, or other business contact of the Company to cancel, curtail, or otherwise change its relationship with the Company; or; (iii) publicly criticize or disparage in any manner or by any means the Company or its management, policies, operations, products, services, practices, or personnel.; or (civ) take any action that would violate the terms of this Section 9(b)(iv). Executive hereby acknowledges that the covenants set forth in this Section 9(b)(iv) are reasonable in scope and agrees that all non-public information and data essential to the preservation of the CompanyBusiness of Company (as defined herein). Executive also acknowledges that the enforcement of the covenants set forth in this Section 9(b)(iv) will not preclude Executive from being gainfully employed in such manner and to the extent as to provide a standard of living for himself, including without limitation the members of his family and the others dependent upon him of at least the level to which he and they have become accustomed and may expect. In addition, Executive acknowledges that related to product Company has obtained an advantage over its competitors as a result of its name, location and service formulationreputation that is characterized by near permanent relationships with vendors, customers, pricingprincipals and other contacts that it has developed at great expense. Furthermore, salesExecutive acknowledges that competition by him following the termination or expiration of his employment would impair the operation of Company beyond that which would arise from the competition of an unrelated third party with similar skills. Executive hereby agrees that he shall not, during his employment and financial results for a period of one (collectively1) year after the end of his employment, "Trade Secrets"directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, manager, lessor, lessee or otherwise) are that: (1) competes with Company in the Business of substantial value Company; or (2) competes at a material level with Company in the Restricted Territory (as defined herein), other than acquiring an ownership interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, the term “Business of Company” shall include all business activities and ventures related to the Company, provide it with a substantial competitive advantage in its business, and are and have been maintained in the strictest confidence as trade secrets. Except as permitted by the Board, or as appropriate in the performance business of Executive's duties in the normal course of business, Executive shall not at any time disclose or make accessible to anyone any Trade Secrets. (d) Executive acknowledges and agrees that this Section 10 and each provision hereof are reasonable and necessary to ensure that the Company receives the expected benefits of this Agreement and that violation of this Section 10 will harm the Company to such an extent that monetary damages alone would be an inadequate remedy. Consequently, in the event providing of any violation or threatened violation by Executive of any the following: a. provision of this Section 10telecom network integration services, including the Company shall be entitled sale or lease of broadband circuits for the transmission of data or voice; b. cost reduction solutions for companies aimed at taking cost out of their network usage or procurement, including network optimization and least cost routing; c. licensing or sale of software intended to an injunction (in addition to effect the foregoing: i. all other remedies it may have) restraining Executive from committing businesses in which Company or continuing such violation. If any provision or application of this Section 10 its subsidiaries is held unlawful or unenforceable engaged in any respect, this Section 10 shall be revised or applied in a manner that renders it lawful and enforceable to as of the fullest extent possible. (e) Upon date of termination of Executive's employment for any reason, Executive covenants to resign from the Board effective no later than the Termination Date. (f) Prior to the payment of any amount pursuant to Sections 6(d)(1)(i)(B), 6(d)(2)(i)(B) and Section 9, Executive shall have executed the release in the form set forth as Exhibit A (with the blanks appropriately filled in) and the release shall have become irrevocable.’s employment; and