Competition; Confidential Information. The Employee and the Company recognize that due to the nature of his engagements hereunder, and the relationship of the Employee to the Company, the Employee has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, without limiting the generality of the foregoing, information with respect to their present and prospective products, systems, customers, agents, processes, and sales and marketing methods. The Employee acknowledges that such information has been and will continue to be of central importance to the business of the Company and its affiliates and that disclosure of it to or its use by others could cause substantial loss to the Company. The Employee and the Company also recognize that an important part of the Employee's duties will be to develop good will for the Company and its affiliates through his personal contact with customers, agents and others having business relationships with the Company and its affiliates, and that there is a danger that this good will, a proprietary asset of the Company and its affiliates, may follow the Employee if and when his relationship with the Company is terminated. Employee acknowledges that his services to be rendered hereunder have a unique value to the Company, for the loss of which the Company cannot be adequately compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee, and because of the Confidential Information to be obtained by or disclosed to Employee, and as a material inducement to the Company to enter into this Employment Agreement and to pay to Employee the compensation referred to in Paragraph 4 hereof, Employee covenants and agrees that:
Competition; Confidential Information. The Executive and the Corporation recognize that due to the nature of his position with the Corporation, the Executive has had access to and has acquired, will have access to and will acquire, and will assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, information with respect to their present and prospective products, systems, customers, agents, processes and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation and its affiliates and that disclosure of it to or its use by others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the Executive's duties will be to develop good will for the Corporation and its affiliates through his personal contact with customers, agents and others having business relationships with the Corporation and its subsidiaries and affiliates, and that there is a danger that this good will, a proprietary asset of the Corporation and its subsidiaries and affiliates, may follow the Executive if and when his relationship with the Corporation is terminated. The Executive accordingly agrees as follows:
Competition; Confidential Information. (a) During the term of this Agreement, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a “competing business” shall be any business which is a significant competitor of the Company or any of its subsidiaries, or which the Company reasonably determines may become a significant competitor, unless the Executive’s primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company or any of its subsidiaries is conducting business.
(b) If the Executive engages in any activity described in Section 8(a) or, breaches Section 8(c), or solicits (as defined below) any employee of the Company or any of its subsidiaries after the Date of Termination and during the period in which he is receiving payments pursuant to Section 4(a)(i) (any such event a “Forfeiture Event”), then all such payments shall immediately cease, the Executive shall forfeit his rights under Section 4 of this Agreement and all outstanding Equity Awards shall terminate and cease to be exercisable as of such date. In addition, the Executive shall remit to the Company in cash an amount equal to the income recognized on the exercise of any stock options during the 90-day period prior to Forfeiture Event. For purposes of this Agreement, “solicit” shall mean any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any employee of the Company or any of its subsidiaries, in any manner, to resign from the Company or to apply for or accept employment with any person or entity. For purposes of implementing this provision, the Executive shall notify the Company in advance of undertaking any employment, consulting or other relationship with any business during the eighteen-month period after the Date of Termination. This Section 8(b) shall cease to apply upon ...
Competition; Confidential Information. The Executive and the ------------------------------------- Companies recognize that due to the nature of his association with the Companies and of his engagements hereunder, and the relationship of the Executive to the Companies, both in the past as an organizer and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Companies and their affiliates, including, without limiting the generality of the foregoing, information with respect to its present and prospective systems, customers, agents, accounts, deposits, loans, and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Companies and their affiliates and that disclosure of it to or its use by others could cause substantial loss to the Companies. The Executive and the Companies also recognize that an important part of the Executive's duties will be to develop good will for the Companies and their affiliates through his personal contact with customers, agents and others having business relationships with the Companies and their affiliates, and that there is a danger that this good will, a proprietary asset of the Companies and their affiliates, may follow the Executive if and when his relationship with the Companies is terminated. The Executive accordingly agrees as follows:
Competition; Confidential Information. The Executive and the Corporation recognize that, due to the nature of his prior association with the Corporation and of his engagement hereunder, and the relationship of the Executive to the Corporation, both in the past as an executive and in the future hereunder, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliates, including, without limiting the generality of the foregoing, information with respect to the Corporation' present and prospective systems, customers, agents, accounts, deposits, loans and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Corporation and its affiliates and that disclosure of such information or its use by others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the Executive's duties will be to develop good will for the Corporation and its affiliates through his personal contact with customers, agents and others having business relationships with the Corporation and its affiliates, and that there is a danger that this good will, a proprietary asset of the Corporation and its affiliates, may follow the Executive if and when his relationship with the Corporation is terminated. The Executive accordingly agrees as follows:
(a) The Executive agrees that for the duration of the Initial Employment Period, or, if extended, for the Extension Period, whether or not the Executive's employment has been terminated pursuant to Section 4.1(b) hereof prior to the expiration of said Initial Employment Period or said Extension Period, the Executive will not (for his benefit or for the benefit of anyone other than the Corporation or any of its affiliates) directly or indirectly solicit, or in any way contract with, any Client (as defined below in this clause (a)) to perform any service which is the same or materially similar to services being, or within the twelve months prior to said termination having been, provided on behalf of the Corporation or one of its affiliates by the Executive, in projects of the Corporation in which the Executive materially participated and/or for which the Executive supervised. A "Client" is defined as any person or entity who, at the tim...
Competition; Confidential Information. The Executive and the Company recognize that due to the nature of his engagements hereunder, and the relationship of the Executive to the Company, the Executive has had access to and has acquired, will have access to and will acquire, and has assisted in and may assist in developing, confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, without limiting the generality of the foregoing, information with respect to their present and prospective products, systems, customers, agents, processes, and sales and marketing methods. The Executive acknowledges that such information has been and will continue to be of central importance to the business of the Company and its affiliates and that disclosure of it to or its use by others could cause substantial loss to the Company. The Executive and the Company also recognize that an important part of the Executive’s duties will be to develop goodwill for the Company and its affiliates through his personal contact with customers, agents and others having business relationships with the Company and its affiliates, and that there is a danger that this good will, a proprietary asset of the Company and its affiliates, may follow the Executive if and when his relationship with the Company is terminated. Executive acknowledges that his services to be rendered hereunder have a unique value to the Company, for the loss of which the Company cannot be adequately compensated by damages in an action at law.
Competition; Confidential Information. The Executive and the Corporation recognize that, due to the nature of his relationship to the Corporation, the Executive has access to, and may assist in developing, confidential and proprietary information relating to the business and operations of the Corporation and its affiliates. The Executive acknowledges that this information is of central importance to the business of the Corporation and its affiliates and that disclosure of it to, or its use by, others could cause substantial loss to the Corporation. The Executive and the Corporation also recognize that an important part of the Executive’s duties will be to develop goodwill for the Corporation through his personal contact with others having business relationships with the Corporation and its affiliates, and that there is a danger that this goodwill, a proprietary asset of the Corporation and its affiliates, may follow the Executive if and when his relationship with the Corporation is terminated.
Competition; Confidential Information. The parties recognize that, due to the nature of Xx. Xxxxxx'x prior association with the Companies and of his engagement hereunder, and as a consequence of his relationship to Companies, both in the past and in the future , Xx. Xxxxxx has had access to and has acquired, and has assisted in and may assist in developing confidential and proprietary information relating to the business and operations of the Companies. Xx. Xxxxxx recognizes that such information has been and will continue to be of central importance to the business of the Companies and that 44 disclosure of such information to others or its use by others could cause substantial irreparable loss to the Companies. Xx. Xxxxxx and Companies also recognize that an important part of Xx. Xxxxxx'x duties will be to develop good will for the Companies t hrough his personal contact with others having business relationships with Companies and within the insurance industry, and that there is a danger that this good will, a proprietary asset of the Companies, may follow him if and when his relationship with the Companies is terminated. Xx. Xxxxxx accordingly agrees as follows:
Competition; Confidential Information. The Executive and the Bank recognize that due to the nature of his employment, and his relationship with the Bank, the Executive has had and will have access to, and has acquired and will acquire, and has assisted and will assist in developing, confidential and proprietary information relating to the business and operations of the Bank and its affiliates, including, without limiting the generality of the foregoing, information with respect to their present and prospective services, systems, clients, customers, agents, and sales and marketing methods. The Executive acknowledges that such information has been and will be of central importance to the Bank's business and that disclosure of it to or its use by others could cause substantial loss to the Bank. The Executive and the Bank also recognize that an important part of the Executive's duties will be to develop good will for the Bank through his personal contact with the Bank's clients, and that there is a danger that this good will, a proprietary asset of the Bank, may follow the Executive if and when his relationship with the Bank is terminated. The Executive accordingly agrees as follows:
(a) The Executive agrees that, upon termination of his employment hereunder prior to the expiration of the stated Employment Period provided in paragraphs 1(b) and (c), for any reason other than (i) for termination by the Bank without cause or (ii) for termination after a Change in Control, as provided for in paragraph 6: (i) The Executive will not directly or indirectly accept employment in Frederick or Washington County, Maryland with any other banking institution or affiliate thereof for a period of two years from the date of such termination, or in connection with any subsequent employment outside of Frederick or Washington County, Maryland solicit any of the banking business of clients or customers of the Bank or any of its affiliates in Frederick or Washington County, Maryland, at the time of said termination for a period of two years from the date of such termination.
Competition; Confidential Information. The Executive and the Employers recognize that due to the nature of his employment, and his relationship with Employers, the Executive has had and will have access to, and has acquired and will acquire, and has assisted and will assist in developing, confidential and proprietary information relating to the business and operations of Employers and their affiliates, including, without limiting the generality of the foregoing, information with respect to their present and prospective services, systems, clients, customers, agents, and sales and marketing methods. The Executive acknowledges that such information has been and will be of central importance to Employer's business and that disclosure of it to or its use by others could cause substantial loss to Employers. The Executive and Employers also recognize that an important part of the Executive's duties has been to develop good will for Employers through his personal contact with clients of Employers and that there is a danger that this goodwill, a proprietary asset of Employers may follow the Executive if and when his relationship with Employers is terminated. The Executive accordingly agrees as follows:
(a) The Executive agrees that upon termination of his employment hereunder:
(i) The Executive will not directly or indirectly accept employment within a radius of fifty (50) miles measured from 000-000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 with any other banking institution or affiliate thereof, or in connection with any employment outside of the fifty (50) mile radius solicit any of the banking business of clients or customers of the Employers or any of their affiliates for a period of eighteen months from the date of such termination.
(ii) The Executive will not in connection with any employment outside of the fifty (50) mile radius directly or indirectly solicit the banking business of any potential client who had been identified and discussed as such within the Employers by the time of such termination for a period of eighteen months from such termination. In the event that the Executive violates the provisions of this subparagraph without knowledge of such violation, upon notice from the Employers informing him of the nature of such violation, the Executive shall immediately terminate any actions which constitute such violation.
(b) The Executive shall not retain copies of any documents (including without limitation, customer lists) containing any such trade secrets or confidential ...
