Common use of Certain Restrictive Covenants Clause in Contracts

Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company or during the six-month period immediately following the Date of Termination (the “Restricted Period”) directly or indirectly engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business; provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business. (b) The Executive shall not, at any time during the Restricted Period, directly or indirectly hire any employee of the Company or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) for any business purpose. (c) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, or employees, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 6(c) shall limit the ability of the Executive to provide truthful testimony as required by law or any judicial or administrative process. (d) The Executive expressly acknowledges and agrees that the agreements and covenants contained in this Section 6 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 6, the term “Company” shall include the Company and any of its Affiliates or direct or indirect subsidiaries.

Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company Term or during the six-18 month period immediately following the Date of Termination (the “"Restricted Period”") directly or indirectly engage in, have any equity interest in, or manage or operate any (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwisei) any Competitive Business, (ii) new luxury accessories business that competes directly with the existing or planned product lines of the Company or (iii) business with respect to which Xxxx Xxxxxxx is a designer or marketer (or with respect to which Xxxx Xxxxxxx otherwise performs similar duties to those he performs for the Company); provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Businessbusiness; and, provided, further, that this Section 9(a) shall not apply in the event that, prior to July 1, 2006 (A) the Executive's employment is terminated by reason of his voluntary resignation without Good Reason (pursuant to Section 6(a)(vi)), (B) the Executive's employment is terminated by the Company without Cause (pursuant to Section 6(a)(v)) or (C) the Executive's employment is terminated by the Executive for Good Reason (pursuant to Section 6(a)(iv)) and, in connection with such termination, the Executive agrees in writing to waive his right to receive all payments and benefits that he would otherwise be entitled to receive pursuant to Section 7(b) or 7(c), as applicable. (b) The Executive shall not, at any time during During the Restricted Period, the Executive will not, directly or indirectly hire any employee of the Company recruit or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or Company, otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) of his Affiliates for any business purpose. (c) Except as required in the good faith opinion of the Executive in connection with the performance of the Executive's duties hereunder or as specifically set forth in this Section 9(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain his rolodex, address book and similar information and any non-proprietary documents he received as a director. (d) Notwithstanding Section 9(c), the Executive may respond to a lawful and valid subpoena or other legal process or other government or regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the return date as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive's possession or to which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive's other commitments if he is not employed by the Company) in connection with any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In the event of such requested cooperation, the Company shall reimburse the Executive's reasonable out of pocket expenses. (e) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, or employees, whether orallyeither orally or in writing, at any time. The Company (including without limitation its directors) shall not disparage the Executive, either orally or in writing or otherwisewriting, at any time. Notwithstanding the foregoing, nothing in this Section 6(c9(e) shall limit the ability of the Executive Company or the Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process. (df) The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product ("Intellectual Property") that the Executive creates, develops or assembles in connection with his employment hereunder shall become the permanent and exclusive property of the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to the Company any ideas, concepts, or other intellectual property of any kind (other than in his capacity as an officer of the Company) which (i) were earlier communicated to the Executive in confidence by any third party as proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information of any third party. Further, the Executive shall adhere to and comply with the Company's Global Business Integrity Program Guide. All Intellectual Property created or assembled in connection with the Executive's employment hereunder shall be the permanent and exclusive property of the Company. The Company and the Executive mutually agree that all Intellectual Property and work product created in connection with this agreement, which is subject to copyright, shall be deemed to be "work made for hire," and that all rights to copyrights shall be vested in the Company. If for any reason the Company cannot be deemed to have commissioned "work made for hire," and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for the Company, and to irrevocably assign to the Company, at the Company's expense, all rights in the copyright of the work prepared for the Company. (g) As used in this Section 9, the term "Company" shall include the Company and any of its Affiliates or direct or indirect subsidiaries. (h) The Company and the Executive expressly acknowledges acknowledge and agrees agree that the agreements and covenants contained in this Section 6 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 6, the term “Company” shall include the Company and any of its Affiliates or direct or indirect subsidiaries.

Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company or during the six-month period immediately following the Date of Termination (the “Restricted Period”) directly or indirectly engage in, have any equity interest in, or manage or operate (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwise) any Competitive Business; provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a9(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Business. (b) The Executive shall not, at any time during the Restricted Period, directly or indirectly hire any employee of the Company or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) for any business purpose. (c) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, or employees, whether orally, in writing or otherwise, at any time. Notwithstanding the foregoing, nothing in this Section 6(c9(c) shall limit the ability of the Executive to provide truthful testimony as required by law or any judicial or administrative process. (d) The Executive expressly acknowledges and agrees that the agreements and covenants contained in this Section 6 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 69, the term “Company” shall include the Company and any of its Affiliates or direct or indirect subsidiaries.

Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company Term or during the six24-month period immediately following the Date of Termination (the “"Restricted Period”") directly or indirectly engage in, have any equity interest in, or manage or operate any (whether as a director, officer, employee, agent, representative, security holder, consultant or otherwisei) any Competitive Business, (ii) new luxury accessories business that competes directly with the existing or planned product lines of the Company or (iii) business with respect to which Xxxx Xxxxxxx is a designer or marketer (or with respect to which Xxxx Xxxxxxx otherwise performs similar duties to those he performs for the Company); provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Businessbusiness; and, provided, further, that this Section 9(a) shall not apply in the event that, prior to July 1, 2007 (A) the Executive's employment is terminated by reason of his voluntary resignation without Good Reason (pursuant to Section 6(a)(vi)), (B) the Executive's employment is terminated by the Company without Cause (pursuant to Section 6(a)(v)) or (C) the Executive's employment is terminated by the Executive for Good Reason (pursuant to Section 6(a)(iv)) and, in connection with such termination, the Executive agrees in writing to waive his right to receive all payments and benefits that he would otherwise be entitled to receive pursuant to Section 7(b) or 7(c), as applicable. (b) The Executive shall not, at any time during During the Restricted Period, the Executive will not, directly or indirectly hire any employee of the Company recruit or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company or Company, otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) of his Affiliates for any business purpose. (c) Except as required in the good faith opinion of the Executive in connection with the performance of the Executive's duties hereunder or as specifically set forth in this Section 9(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain his rolodex, address book and similar information and any non-proprietary documents he received as a director. (d) Notwithstanding Section 9(c), the Executive may respond to a lawful and valid subpoena or other legal process or other government or regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the return date as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive's possession or to which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive's other commitments if he is not employed by the Company) in connection with any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In the event of such requested cooperation, the Company shall reimburse the Executive's reasonable out of pocket expenses. (e) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, or employees, whether orallyeither orally or in writing, at any time. The Company (including without limitation its directors) shall not disparage the Executive, either orally or in writing or otherwisewriting, at any time. Notwithstanding the foregoing, nothing in this Section 6(c9(e) shall limit the ability of the Executive Company or the Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process. (df) The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product ("Intellectual Property") that the Executive creates, develops or assembles in connection with his employment hereunder shall become the permanent and exclusive property of the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to the Company any ideas, concepts, or other intellectual property of any kind (other than in his capacity as an officer of the Company) which (i) were earlier communicated to the Executive in confidence by any third party as proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information of any third party. Further, the Executive shall adhere to and comply with the Company's Global Business Integrity Program Guide. All Intellectual Property created or assembled in connection with the Executive's employment hereunder shall be the permanent and exclusive property of the Company. The Company and the Executive mutually agree that all Intellectual Property and work product created in connection with this agreement, which is subject to copyright, shall be deemed to be "work made for hire," and that all rights to copyrights shall be vested in the Company. If for any reason the Company cannot be deemed to have commissioned "work made for hire," and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for the Company, and to irrevocably assign to the Company, at the Company's expense, all rights in the copyright of the work prepared for the Company. (g) As used in this Section 9, the term "Company" shall include the Company and any of its Affiliates or direct or indirect subsidiaries. (h) The Company and the Executive expressly acknowledges acknowledge and agrees agree that the agreements and covenants contained in this Section 6 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 6, the term “Company” shall include the Company and any of its Affiliates or direct or indirect subsidiaries.

Certain Restrictive Covenants. (a) The Executive shall not, at any time during his employment with the Company Term or during the six12-month period immediately following the Date of Termination (the “"Restricted Period”") directly or indirectly engage in, have any equity interest in, or manage or operate any (whether as a director, officer, employee, agent, representative, security holder, consultant i) Competitive Business or otherwise(ii) any Competitive Businessnew luxury accessories business that competes directly with the existing or planned product lines of the Company; provided, however, that, notwithstanding the foregoing, the restrictions set forth in this Section 6(a) shall not apply following a Change in Control; and, provided, further, that the Executive shall be permitted to acquire a passive stock or equity interest in such a Competitive Business business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such a Competitive Businessbusiness. (b) The Executive shall not, at any time during During the Restricted Period, the Executive will not, directly or indirectly hire any employee of the Company indirectly, recruit or otherwise recruit, solicit or induce any employee, director, consultant, wholesale customer, vendor, supplier, lessor or lessee of the Company to terminate his or its employment or arrangement with the Company Company, or otherwise change its relationship with the Company, or establish any relationship with the Executive (or any entity employing the Executive or to whom the Executive provides consulting or similar services) for any business purpose. (c) Except as required in the good faith opinion of the Executive in connection with the performance of the Executive's duties hereunder or as specifically set forth in this Section 9(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, business plans, designs, marketing or other business strategies, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Executive's employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, designs, marketing or other business strategies, products or processes, provided that the Executive may retain his rolodex, address book and similar information and any non-proprietary documents he received as a director or an officer. Notwithstanding the foregoing, this Section 9(c) shall not apply with respect to any information that is currently or becomes (i) publicly known or available in the absence of any improper or unlawful action on the Executive's part, or (ii) known or available to the Executive other than through or on behalf of the Company. (d) Notwithstanding Section 9(c), the Executive may respond to a lawful and valid subpoena or other legal process or other government or regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the return date as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive's possession or to which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the Company and its counsel at any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive's other commitments if he is not employed by the Company) in connection with any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In the event of such requested cooperation, the Company shall reimburse the Executive's reasonable out of pocket expenses. (e) The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, or employees, whether orallyeither orally or in writing, at any time. The Company (including without limitation its directors) shall not disparage the Executive, either orally or in writing or otherwisewriting, at any time. Notwithstanding the foregoing, nothing in this Section 6(c9(e) shall limit the ability of the Executive Company or the Executive, as applicable, to provide truthful testimony as required by law or any judicial or administrative process. (df) The Executive agrees that all sketches, drawings, samples, design samples, designs, patterns, methods, processes, techniques, themes, layouts, mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product ("Intellectual Property") that the Executive creates, develops or assembles in connection with his employment hereunder shall become the permanent and exclusive property of the Company to be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to the Company any ideas, concepts, or information of any kind (i) which were earlier communicated to the Executive in confidence by any third party, or (ii) which the Executive knows or has reason to know is the proprietary information of any third party, or (iii) which is subject to any claim of proprietary interest by any third party. Further, the Executive shall adhere to and comply with the Company's Global Business Integrity Program Guide. All Intellectual Property created or assembled in connection with the Executive's employment hereunder shall be the permanent and exclusive property of the Company. The Company and the Executive mutually agree that all Intellectual Property and work product created in connection with this agreement, which is subject to copyright, shall be deemed to be "work made for hire," and that all rights to copyrights shall be vested in the Company. If for any reason the Company cannot be deemed to have commissioned "work made for hire," and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work prepared for the Company, and to irrevocably assign to the Company, at the Company's expense, all rights in the copyright of the work prepared for the Company. The Company shall have the right to use the Executive's name and likeness in connection with the sale, display and advertising of any product designed by the Executive during his employment with the Company; provided that, at any time after the Date of Termination, such use is limited to use in conjunction with the trademark "Coach" or any other trademark of the Company under which such product was originally sold, displayed or advertised. Subject to Section 9(a) hereof, the Executive shall have the right to use his own name and likeness in connection with the sale, display and advertising of any product designed by the Executive to which Coach does not have proprietary or exclusive rights; provided that nothing herein shall give the Executive any right to use any trademark owned by the Company for any purpose without the prior written consent of the Company. (g) As used in this Section 9, the term "Company" shall include the Company and any of its Affiliates or direct or indirect subsidiaries. (h) The Company and the Executive expressly acknowledges acknowledge and agrees agree that the agreements and covenants contained in this Section 6 9 are reasonable. In the event, however, that any agreement or covenant contained in this Section 6 9 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) As used in this Section 6, the term “Company” shall include the Company and any of its Affiliates or direct or indirect subsidiaries.