Common use of Competition Clause in Contracts

Competition. Executive acknowledges that the Company has provided, and the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.

Appears in 7 contracts

Samples: Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp)

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Competition. Executive acknowledges that the Company has provided, and the Company agrees to continue to will provide Executive, Executive with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such Confidential Information (as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship informationdefined below). The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company In consideration for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support Confidential Information to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion part of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicableCompany. Nothing herein prohibits shall prohibit Executive from being a passive owner of not more than 2.52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term. (b) Executive will shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (ix) solicit any employee of the Company to terminate his or her employment with the Company, (iiy) employ any such individual during his or her employment with the Company and for a period of three six months after such individual terminates his or her employment with the Company or (iiiz) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company, . The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or in by providing upon request of an employee or a former employee a reference to any way interfere entity with which Executive is not affiliated so long as Executive is not initially identifying the relationship between any such customer, supplier, licensee, licensor or other business relation of the Companyindividual to said entity. (c) In the event the terms of this Section 7 are 5 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 75, (i) the term “Company” includes shall include the Parent, the Company and its affiliates; the Company’s direct and indirect subsidiaries, (ii) the term “Business” means shall mean the business of the Company and includes shall include, without limitation, the acquisitionmanufacturing, explorationmarketing and/or retailing of vitamins, exploitation minerals and development of, oil and natural gas assets, and health supplements throughout the acquisition of leases and other real property in connection therewith, world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” means shall mean the period beginning on the Effective Start Date and ending on the date that is twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermTermination.

Appears in 7 contracts

Samples: Employment Agreement (Alphabet Holding Company, Inc.), Employment Agreement (Nbty Inc), Employment Agreement (Alphabet Holding Company, Inc.)

Competition. Executive Employee acknowledges that the Company has provided, provided and the Company agrees to continue to provide Executive, Employee with access to its confidential, proprietary, or and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon ExecutiveEmployee’s use of the access, specialized training, or and/or goodwill support provided by Company for the exclusive benefit of the Company and upon ExecutiveEmployee’s full compliance with the restrictions on ExecutiveEmployee’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, or and/or trade secret information, specialized training, or and/or goodwill support to ExecutiveEmployee, and ExecutiveEmployee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or and/or the confidential information described above, the Company and Executive Employee agree to the following provisions against unfair competition, which Executive Employee acknowledges represent a fair balance of the Company’s rights to protect its business and ExecutiveEmployee’s right to pursue employment: (a) Executive will Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicableStates; provided, however, in the event the Company terminates ExecutiveEmployee’s employment without Cause, Executive’s employment terminates upon expiration of Cause or the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a5(a) will shall be limited as followsto the following: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will Employee shall not, at any time during the Restriction PeriodPeriod following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six fifty (650) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or expiration real property within five (5) days following the Date of the Term, as applicableTermination. Nothing herein prohibits Executive shall prohibit Employee from being a passive owner of not more than 2.52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive Employee has no active participation in the business of such entity. (b) Executive will Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Executive Employee or for any other person or entity, (ix) solicit any employee of the Company to terminate his or her employment with the Company, (iiy) employ any such individual during his or her employment with the Company and for a period of three six months after such individual terminates his or her employment with the Company or (iiiz) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 5 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 75, (i) the term “Company” includes shall include the Company and its affiliates; direct and indirect parents and subsidiaries, (ii) the term “Business” means shall mean the business of the Company and includes shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the TermTermination, except that if the Termination Date or expiration Employee’s termination of the Term employment occurs within one year following a Change of in Control, Restriction Period means shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermTermination.

Appears in 7 contracts

Samples: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)

Competition. Executive Employee acknowledges that, in the course of Employee’s responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in Section 13(b). Employee further acknowledges that such relationships and information are and will remain valuable to the Company has provided, Employer Group and the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with that the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreementfuture employment, the Company’s provision of confidentialif any, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, are reasonably necessary in order for Employer to protect remain competitive in the value gaming industry. In recognition of any equity-based compensation, training, goodwill support Employer’s heightened need for protection from abuse of relationships formed or information garnered before and during the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance Specified Term of the CompanyEmployee’s rights employment hereunder, Employee covenants and agrees for the twelve (12) month period immediately following termination of employment for any reason, unless such employment is terminated by Employer without Cause or by Employee for Good Reason (as such terms are defined below) (the “Restrictive Period”), not to protect its business and Executive’s right to pursue employment: (a) Executive will not, at any time during the Restriction Period, directly or indirectly be employed by, provide consultation or other services to, engage or participate in, have any equity interest provide advice, information or assistance to, fund or invest in, interview for a potential employment or consulting relationship with otherwise be connected or manage associated in any way or operate manner with, any firm, person, firmcorporation or other entity which is either directly, corporationindirectly or through an affiliated company or entity, partnership engaged in gaming or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages proposes to engage in any business which competes with any portion of the Business (as defined below) of the Company gaming in the State of Ohio Nevada, or in or within a 150 mile radius of any other jurisdiction in which any member of the Employer Group during the Restrictive Period is engaged in gaming or proposes to engage in gaming (“Competitor”). The covenants under this Section 13(a) include but are not limited to Employee’s covenant not to: i. Make known to any third party the names and addresses of any of the customers of any member of the Employer Group, or any other state information pertaining to those customers; ii. Call on, solicit, induce to leave and/or take away, or attempt to call on, solicit, induce to leave and/or take away, any of the United States in which the Company conducts Business as customers of any member of the Termination Date Employer Group, either for Employee’s own account or expiration for any third party; iii. Call on, solicit and/or take away, any potential or prospective customer of any member of the Employer Group, on whom the Employee called or with whom Employee became acquainted during employment (either before or during the Specified Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration ) by any member of the Term by reason Employer Group, either for Employee’s own account or for any third party; and iv. Approach or solicit any employee or independent contractor of any member of the Company giving timely notice Employer Group with a view towards enticing such person to Executive pursuant to Section 2leave the employ or service of any member of the Employer Group, or Executive resigns for Good Reasonhire or contract with any employee or independent contractor of any member of the Employer Group, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the CompanyEmployer, which such consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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, within Employer’s sole and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionabsolute discretion. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.

Appears in 6 contracts

Samples: Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp)

Competition. Executive acknowledges The Grantee covenants and agrees that during the Company has provided, Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of whether such termination occurs at the access, specialized training, or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Executive’s full compliance with or the restrictions on Executive’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business world as of the Termination Date or expiration date of the TermGrantee’s termination of employment with the Company and its Subsidiaries (any such entity, as applicablea “Competitor”); provided, however, in that the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent Grantee may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a 2% passive owner of not more than 2.5% of the outstanding equity ownership interest in any public entity or through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment does not compete with the Company or (iii) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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 respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s President will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 6(c); provided that the President may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and includes provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termmay reasonably determine.

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling Inc)

Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has providedfor any reason, and the Company agrees to continue to provide ExecutiveExecutive shall not, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use express written consent of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Chief Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in the State of Ohio or any other state of the United States in and its affiliates to which the Company conducts Business as Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: subparagraph (a) without ), services provided by others shall be deemed to have been provided by the prior written consent of Executive if the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any had material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business provision of such entityservices. (b) Executive will notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly a customer or indirectly, either for Executive or for any other person or entity, (i) solicit any employee supplier of the Company to terminate his or her employment with the Company, provided that the restriction in this subparagraph (iib) employ shall not apply to any such individual during his or her employment with the Company and for activity on behalf of a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor. (c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 7 are determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action12 months after Executive’s Termination Date. (d) As used directly or indirectly own an equity interest in this Section 7, any Competitor (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business other than ownership of 5% or less of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermNASDAQ System).

Appears in 2 contracts

Samples: Severance Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co)

Competition. Executive Employee acknowledges that the Company has provided, and the Company agrees to continue to will provide Executive, Employee with access to its confidential, proprietary, or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret informationConfidential Information, specialized training, or and/or goodwill support to ExecutiveEmployee, and ExecutiveEmployee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or and/or the confidential information Confidential Information described aboveabove and in consideration for good and valuable consideration received by Employee in connection with the transactions contemplated by the Contribution Agreement, the Company and Executive Employee agree to the following provisions against unfair competition, which Executive Employee acknowledges represent a fair balance of the Company’s rights to protect its business and ExecutiveEmployee’s right to pursue employment: (a) Executive will Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of States. Nothing herein shall prohibit Employee from (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.55% of the outstanding equity interest in any entity that is publicly traded, so long as Executive Employee has no active participation in the business of such entityentity or (ii) providing services to any entity where such services are not substantially similar to and otherwise competitive with those previously provided by the Employee to the Company. (b) Executive will Employee shall not, at any time during the Restriction Period, directly or indirectly, otherwise solicit or induce any customer, subscriber or supplier of the Company (i) to terminate its existing arrangements with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Executive Employee or for any other person or entity, (i) solicit any hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, employee of the Company to terminate his or her employment with the Companyconsultant, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor employed or other business relation of otherwise engaged by the Company in order at any time during the one (1) year period prior to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination Date. (c) In the event the terms of this Section 7 are 4 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 74, (i) the term “Company” includes shall include the Company and its affiliates; direct and indirect subsidiaries, (ii) the term “Business” means shall mean the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewithCompany, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means shall mean the period beginning on the Effective Date and ending on the date twelve one (121) months year following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermTermination.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Pivotal Acquisition Corp)

Competition. Executive acknowledges The Employee agrees that during the Company has provided, and the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information term of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive Employee will not, at any time during the Restriction Period, not directly or indirectly engage inindirectly, have any equity interest in, interview whether or not for a potential employment compensation and whether or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether not as director, officer, an employee, agent, representative, partner, security holder, consultant or otherwise) that engages be engaged in any business competing with or which competes may compete with any portion of the Business (as defined below) business of the Company in (or with any business of any Affiliate for which the State of Ohio Employee performed services hereunder) within any state, region or any other state of the United States locality in which the Company conducts Business or such Affiliate is then doing business or marketing its products, as the business of the Termination Date Company or expiration such Affiliate may then be constituted and in which the Employee has been involved. This agreement not to compete shall be applicable for three (3) years from the date of termination of employment hereunder by the TermEmployee in breach of this Agreement or by the Company for Cause, as applicablenotwithstanding that the Employee shall not be entitled to any compensation hereunder from and after any such termination. For purposes of this Agreement, the Employee shall be deemed to be engaged in such a business if he is an employee, officer, director, or partner, of any person, partnership, corporation, trust or other entity which is engaged in such a business or if he directly or indirectly performs services for such entity or if he or any member of his immediate family beneficially owns an equity interest, or interest convertible into equity, in such entity; provided, however, that the foregoing shall not prohibit the Employee or a member of his immediate family from owning, for the purpose of passive investment, less than five percent (5%) of any class of securities of a publicly held corporation. The Employee acknowledges that his services to be rendered to the Company in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration aforesaid capacity are of the Term by reason of the Company giving timely notice a special and unusual character which have a unique value to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, the loss of which consent may cannot adequately be withheld compensated by damages in the discretion of the Company, Executive will not, an action at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles law. In view of (i) any oil or natural gas assets the unique value to the Company of the Company or (ii) any potential oil or natural gas assets where services of the Employee for which the Company has taken material steps to lease or purchase real property with respect to such potential assets within employed the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company Employee; and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means confidential information to be obtained by or disclosed to the business Employee as an employee of the Company; and as a material inducement to the Company to employ the Employee and includes to pay to the acquisition, exploration, exploitation and development of, oil and natural gas assets, and Employee the acquisition of leases and other real property in connection therewith, as compensation for such business may services to be expanded or altered rendered for the Company by the Employee, the Employee covenants and agrees the Company during shall be entitled to equitable relief to the Term; and (iii) full extent available under the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termapplicable law.

Appears in 2 contracts

Samples: Employment Agreement (Miller Industries Inc /Tn/), Employment Agreement (Miller Industries Inc /Tn/)

Competition. Executive acknowledges that the Company has provided, provided and the Company agrees to continue to provide Executive, Executive with access to its confidential, proprietary, or and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or and/or trade secret information, specialized training, or and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or and/or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicableStates; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, Cause or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a5(a) will shall be limited as followsto the following: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will shall not, at any time during the Restriction PeriodPeriod following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six twenty-five (625) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date of Termination; provided, that the Company provides Executive with a written list of any such potential leases or expiration real property within five (5) days following the Date of the Term, as applicableTermination. Nothing herein prohibits shall prohibit Executive from being a passive owner of not more than 2.52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (ix) solicit any employee of the Company to terminate his or her employment with the Company, (iiy) employ any such individual during his or her employment with the Company and for a period of three six months after such individual terminates his or her employment with the Company or (iiiz) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 5 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 75, (i) the term “Company” includes shall include the Company and its affiliatesdirect and indirect parents and subsidiaries; (ii) the term “Business” means shall mean the business of the Company and includes shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the TermTermination, except that if the Termination Date or expiration Executive’s termination of the Term employment occurs within one year following a Change of in Control, Restriction Period means shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermTermination.

Appears in 2 contracts

Samples: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)

Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has providedfor any reason, and the Company agrees to continue to provide ExecutiveExecutive shall not, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use express written consent of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Chief Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in the State of Ohio or any other state of the United States in and its affiliates to which the Company conducts Business as Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: subparagraph (a) without ), services provided by others shall be deemed to have been provided by the prior written consent of Executive if the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any had material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business provision of such entityservices. (b) Executive will notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly a customer or indirectly, either for Executive or for any other person or entity, (i) solicit any employee supplier of the Company to terminate his or her employment with the Company, provided that the restriction in this subparagraph (iib) employ shall not apply to any such individual during his or her employment with the Company and for activity on behalf of a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor. (c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 7 are determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity 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, and may be modified by a court of competent jurisdiction to, extend only over 12 months after the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionTermination Date. (d) As used directly or indirectly own an equity interest in this Section 7, any Competitor (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business other than ownership of 5% or less of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermNASDAQ System).

Appears in 2 contracts

Samples: Change in Control Agreement (Castle a M & Co), Change in Control Agreement (Castle a M & Co)

Competition. Executive acknowledges The Grantee covenants and agrees that during the Company has provided, Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of whether such termination occurs at the access, specialized training, or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Executive’s full compliance with or the restrictions on Executive’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business world as of the Termination Date or expiration date of the TermGrantee’s termination of employment with the Company and its Subsidiaries (any such entity, as applicablea “Competitor”); provided, however, in that the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent Grantee may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a 2% passive owner of not more than 2.5% of the outstanding equity ownership interest in any public entity or through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment does not compete with the Company or (iii) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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 respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s Chairman of the Board will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 7(c); provided that the Chairman of the Board may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and includes provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termmay reasonably determine.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.)

Competition. (a) Executive acknowledges that the Company has providedprovided and, and during the Term, the Company agrees from time to time will continue to provide Executive, Executive with access to its confidential, proprietary, or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret informationConfidential Information, specialized training, or and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or and/or the confidential information Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (ab) Executive will shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with that sells or provides products or services that are competitive (any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any such person, firm, corporation, partnership or business business, a “Competitor”) with respect to (whether as director, officer, employee, agent, representative, partner, security holder, consultant 1) the products or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of services sold or provided by the Company within six (6) miles of (i) or any oil products or natural gas assets of the Company or (ii) any potential oil or natural gas assets where services to which the Company has taken material substantial steps to lease or purchase real property with respect to such potential assets within in furtherance thereof) at any time during the six period of twelve (612) month period immediately months on and prior to the Termination Date of Termination, and/or (2) any products or expiration services to which the Company has taken substantial steps in furtherance thereof during any portion of the Term, as applicable. Nothing and such products or services are sold or provided by the Company following the Date of Termination; provided, however, that nothing herein prohibits shall prohibit Executive from being a passive owner of not more than 2.52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (bc) Executive will shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (ix) solicit any employee of the Company to terminate his or her employment with the Company, (iiy) employ any such individual during his or her employment with the Company and for a period of three twelve months after such individual terminates his or her employment with the Company or (iiiz) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company. Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertisement of a third party as long as (1) Executive has no involvement or participation in any way interfere with the relationship between recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not been an employee, customer, subscriber or employee of the Company for a period of twelve months at the time of any such customercontact with such Person, supplier, licensee, licensor and (2) Executive in the aggregate together with his or other business relation her affiliates does not hold more than ten percent (10%) of the Companyoutstanding voting securities of such third party and is not serving directly or indirectly as an executive officer or director of such third party. (cd) In the event the terms of this Section 7 are 5 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.

Appears in 1 contract

Samples: Employment Agreement (Atotech LTD)

Competition. (a) Executive acknowledges that the Company has providedprovided and, and during the Term, the Company agrees from time to time will continue to provide Executive, Executive with access to its confidential, proprietary, or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret informationConfidential Information, specialized training, or and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or and/or the confidential information Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:. (ab) Executive will shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with that sells or provides products or services that are competitive (any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any such person, firm, corporation, partnership or business business, a “Competitor”) with respect to (whether as director, officer, employee, agent, representative, partner, security holder, consultant 1) the products or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of services sold or provided by the Company within six (6) miles of (i) or any oil products or natural gas assets of the Company or (ii) any potential oil or natural gas assets where services to which the Company has taken material substantial steps to lease or purchase real property with respect to such potential assets within in furtherance thereof) at any time during the six period of twelve (612) month period immediately months on and prior to the Termination Date of Termination, and/or (2) any products or expiration services to which the Company has taken substantial steps in furtherance thereof during any portion of the Term, as applicable. Nothing and such products or services are sold or provided by the Company following the Date of Termination; provided, however, that nothing herein prohibits shall prohibit Executive from being a passive owner of not more than 2.52% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (bc) Executive will shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (ix) solicit any employee of the Company to terminate his or her employment with the Company, (iiy) employ any such individual during his or her employment with the Company and for a period of three twelve months after such individual terminates his or her employment with the Company or (iiiz) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company. Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertisement of a third party as long as(1) Executive has no involvement or participation in any way interfere with the relationship between recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not been an employee, customer, subscriber or employee of the Company for a period of twelve months at the time of any such customercontact with such Person, supplier, licensee, licensor and (2) Executive in the aggregate together with his or other business relation her affiliates does not hold more than ten percent (10%) of the Companyoutstanding voting securities of such third party and is not serving directly or indirectly as an executive officer or director of such third party. (cd) In the event the terms of this Section 7 are 5 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.

Appears in 1 contract

Samples: Employment Agreement (Atotech LTD)

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Competition. Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company has providedand, and during the Term, the Company agrees from time to continue to time will provide Executive, Executive with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this AgreementConfidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to ExecutiveConfidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described aboveConfidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any portion of the Business (as defined below) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicableworld. Nothing herein prohibits shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition, nothing herein shall prohibit Executive from being a passive owner of not more than 2.55% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Except in furtherance of his duties hereunder during the Term, Executive will shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee customers, clients or suppliers of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iiiii) solicit solicit, with respect to hiring, any employee or service any person who was a customer, supplier, licensee, licensor or other business relation independent contractor of the Company in order to induce or attempt to induce such any person to cease doing business with, employed or reduce engaged by the amount Company at any time during the 12-month period immediately preceding the Date of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination. (c) In the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 76, (i) the term “Company” includes shall include the Company Company, Parent and its affiliatestheir direct and indirect subsidiaries; (ii) the term “Business” means shall mean the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewithCompany, as such business is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, and shall include any type of marine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” means shall mean the period beginning on the Effective Date and ending on the date twelve (12) months two years following the Termination Executive’s Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermTermination.

Appears in 1 contract

Samples: Employment Agreement (Lindblad Expeditions Holdings, Inc.)

Competition. Executive acknowledges that the Company has provided, and the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.

Appears in 1 contract

Samples: Executive Employment Agreement (Eclipse Resources Corp)

Competition. Executive acknowledges that the Company has provided, and the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is Employee will not contingent on continued employment, but upon Executive’s use do any of the accessfollowing, specialized trainingeither directly or indirectly, or goodwill support provided by Company for the exclusive benefit of during Employee’s employment with the Company and upon Executiveduring the period of twelve months after Employee’s full compliance cessation of employment with the restrictions on Executive’s conduct provided for Company, anywhere in the world. In the event that Employee improperly competes with the Company in violation of this Agreement. Ancillary to the rights provided to Executive as set forth in this AgreementSection, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding period during which he engages in such competition shall not be counted in determining the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance duration of the Company’s rights to protect its business and Executive’s right to pursue employmenttwelve (12) month non-compete restriction: (a) Executive will notFor purposes of this Agreement, at “Competitive Activity” shall mean any time during the Restriction Periodactivity relating to, in respect of or in connection with, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reasonindirectly, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or data warehousing and business intelligence consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entitybusiness. (b) Executive will notEmployee shall not engage in any Competitive Activity; whether as an owner, at any time manager, consultant, or employee, provided, however, that during his employment by the Restriction PeriodCompany and during his non-compete period following departure from the Company, directly Employee may serve as a director or indirectlyconsultant of an entity that is either a Company licensee, either or, for Executive or for any other person or entitynon-licensees, (i) solicit any employee in such capacity as the Board of Directors of the Company has granted him written permission, which permission shall be granted unless the Board of Directors reasonably determines that doing so is likely to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of have an adverse financial effect on the Company. (c) In Employee shall not solicit or perform services in connection with any Competitive Activity for any prior or current customers of the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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.Company; or (d) As Employee shall not solicit for employment or employ any then current employees employed by the Company without the Company’s consent. Employee and the Company agree that the phrase “Employee’s cessation of employment with the Company” as used in this Section 7Agreement, (i) the term “Company” includes refers to any separation from his employment at the Company and its affiliates; (ii) either voluntarily or involuntarily, either with cause or without cause, or whether the term “Business” means separation is at the business behest of the Company or Employee. Nothing in this Agreement shall preclude Employee from employment at a not-for-profit or governmental institution, provided that no for-profit business involved data warehousing and includes the acquisitionbusiness intelligence consulting, explorationdirectly or indirectly, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following derives a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termbenefit from Employee’s employment.

Appears in 1 contract

Samples: Employment Agreement (Conversion Services International Inc)

Competition. Executive acknowledges The Grantee covenants and agrees that during the Company has provided, Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of whether such termination occurs at the access, specialized training, or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Executive’s full compliance with or the restrictions on Executive’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business world as of the Termination Date or expiration date of the TermGrantee’s termination of employment with the Company and its Subsidiaries (any such entity, as applicablea “Competitor”); provided, however, in that the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent Grantee may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a 2% passive owner of not more than 2.5% of the outstanding equity ownership interest in any public entity or through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment does not compete with the Company or (iii) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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 respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s Chairman of the Board will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 5(c); provided that the Chairman of the Board may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and includes provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termmay reasonably determine.

Appears in 1 contract

Samples: Performance Cash Incentive Award Agreement (Diamond Offshore Drilling, Inc.)

Competition. Executive acknowledges The Grantee covenants and agrees that during the Company has provided, Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Executive, with access to its confidential, proprietary, or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of whether such termination occurs at the access, specialized training, or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Executive’s full compliance with or the restrictions on Executive’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business world as of the Termination Date or expiration date of the TermGrantee’s termination of employment with the Company and its Subsidiaries (any such entity, as applicablea “Competitor”); provided, however, in that the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent Grantee may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a 2% passive owner of not more than 2.5% of the outstanding equity ownership interest in any public entity or through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Executive will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment does not compete with the Company or (iii) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 7 are 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 respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 7, (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s President will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 5(c); provided that the President may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and includes provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Termmay reasonably determine.

Appears in 1 contract

Samples: Cash Incentive Award Agreement (Diamond Offshore Drilling, Inc.)

Competition. Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company has providedand, and during the Term, the Company agrees from time to continue to time will provide Executive, Executive with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this AgreementConfidential Information. Ancillary to the rights provided to Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to ExecutiveConfidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described aboveConfidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any portion of the Business (as defined below) of the Company anywhere in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicableworld. Nothing herein prohibits shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition, nothing herein shall prohibit Executive from being a passive owner of not more than 2.55% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. (b) Except in furtherance of his duties hereunder during the Term, Executive will shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (i) solicit any employee customers, clients or suppliers of the Company to terminate his or her employment with the Company, (ii) employ any such individual during his or her employment with the Company and for a period of three months after such individual terminates his or her employment with the Company or (iiiii) solicit solicit, with respect to hiring, any employee or service any person who was a customer, supplier, licensee, licensor or other business relation independent contractor of the Company in order to induce or attempt to induce such any person to cease doing business with, employed or reduce engaged by the amount Company at any time during the 12-month period immediately preceding the Date of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination. (c) In the event the terms of this Section 7 are 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, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, 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. (d) As used in this Section 76, (i) the term “Company” includes shall include the Company Company, Parent and its affiliatestheir direct and indirect subsidiaries; (ii) the term “Business” means shall mean the business of the Company and includes the acquisitionCompany, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.as

Appears in 1 contract

Samples: Employment Agreement (Lindblad Expeditions Holdings, Inc.)

Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has providedfor any reason, and the Company agrees to continue to provide ExecutiveExecutive shall not, with access to its confidential, proprietary, or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Executive’s use express written consent of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Chief Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive will notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in the State of Ohio or any other state of the United States in and its affiliates to which the Company conducts Business as Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: subparagraph (a) without ), services provided by others shall be deemed to have been provided by the prior written consent of Executive if the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any had material respect with any material portion of the Business (as defined below) of the Company within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein prohibits Executive from being a passive owner of not more than 2.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business provision of such entityservices. (b) Executive will notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly a customer or indirectly, either for Executive or for any other person or entity, (i) solicit any employee supplier of the Company to terminate his or her employment with the Company, provided that the restriction in this subparagraph (iib) employ shall not apply to any such individual during his or her employment with the Company and for activity on behalf of a period of three months after such individual terminates his or her employment with the Company or (iii) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor. (c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 7 are determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time other individual or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionentity. (d) As used directly or indirectly own an equity interest in this Section 7, any Competitor (i) the term “Company” includes the Company and its affiliates; (ii) the term “Business” means the business other than ownership of 5% or less of the Company and includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” means the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Termination Date or expiration of the Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the TermNASDAQ System).

Appears in 1 contract

Samples: Change in Control Agreement (Castle a M & Co)

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