Common use of Conduct Detrimental to the Company Clause in Contracts

Conduct Detrimental to the Company. Employee acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee agrees that if Employee engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee shall disgorge and return to the Company, upon a demand made prior to a Change of Control, that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee does not then own that number of shares, the amount of the cash proceeds received by Employee from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee understands and agrees that this Section does not prohibit Employee from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee the Severance Benefits pursuant to Section 10(d), and Employee agrees to repay such Severance Benefits previously paid, if the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Control, that Employee engaged in Conduct Detrimental to the Company. Employee understands and agrees that this Section does not prohibit Employee from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in the event of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in Employee’s termination for Cause as defined in Section 9(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of Employee’s employment); (ii) Employee engages in conduct in violation of Section 8 of this Agreement; or (iii) Employee engages in conduct in violation of Section 13 of this Agreement.

Conduct Detrimental to the Company. Employee Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee Executive agrees that if Employee Executive engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee Executive shall disgorge and return to the Company, upon a demand made prior to a Change of Controldemand, that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee Executive first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee Executive (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee Executive does not then own that number of shares, the amount of the cash proceeds received by Employee Executive from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee Executive understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee Executive the Severance Benefits pursuant to Section 10(d), and Employee Executive agrees to repay any portion of such Severance Benefits previously paid, if for any period that the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Controlevidence, that Employee Executive engaged in Conduct Detrimental to the Company. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in for the event period of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in EmployeeExecutive’s termination for Cause as defined in Section 9(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of EmployeeExecutive’s employment); (ii) Employee Executive engages in conduct in violation of Section 8 of this Agreement; or (iii) Employee Executive engages in conduct in violation of Section 13 of this Agreement.

Conduct Detrimental to the Company. Employee Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee agrees The terms of the Time Vested Shares and the Performance Vested Shares shall provide that if Employee Executive engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee Executive shall disgorge and return to the Company, upon a demand made prior to a Change of Controldemand, that number of shares of restricted stock or options to purchase shares of Company stock Time Vested Shares and Performance Vested Shares on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee the Executive first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee the Executive (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee the Executive does not then own that number of shares, the amount of the cash proceeds received by Employee the Executive from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee Executive understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee Executive the Severance Benefits pursuant to Section 10(d), 14 (e) and Employee Executive agrees to repay any portion of such Severance Benefits previously paid, if for any period that the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Controlevidence, that Employee Executive engaged in Conduct Detrimental to the CompanyCompany during the Employment Period or during the two-year period following the termination of Executive’s employment. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in for the event period of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in Employeethe Executive’s termination for Cause as defined in Section 9(c13(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of EmployeeExecutive’s employment); (ii) Employee Executive engages in conduct in violation of Section 8 11 of this Agreement; or (iii) Employee Executive engages in conduct in violation of Section 13 17 of this Agreement.

Conduct Detrimental to the Company. Employee Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee Executive agrees that if Employee Executive engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee Executive shall disgorge and return to the Company, upon a demand made prior to a Change of ControlControl (as hereafter defined), that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee the Executive first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee the Executive (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee the Executive does not then own that number of shares, the amount of the cash proceeds received by Employee the Executive from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee Executive understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee Executive the Severance Benefits pursuant to Section 10(d), 13(e) and Employee Executive agrees to repay any portion of such Severance Benefits previously paid, if for any period that the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Controlevidence, that Employee Executive engaged in Conduct Detrimental to the CompanyCompany during the Employment Period or during the two-year period following the termination of Executive’s employment. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in for the event period of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in Employeethe Executive’s termination for Cause as defined in Section 9(c12(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of EmployeeExecutive’s employment); (ii) Employee Executive engages in conduct in violation of Section 8 10 of this Agreement; or (iii) Employee Executive engages in conduct in violation of Section 13 16 of this Agreement.

Conduct Detrimental to the Company. Employee Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee Executive agrees that if Employee Executive engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee Executive shall disgorge and return to the Company, upon a demand made prior to a Change of Controldemand, that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee the Executive first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee the Executive (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee the Executive does not then own that number of shares, the amount of the cash proceeds received by Employee the Executive from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee Executive understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee Executive the Severance Benefits pursuant to Section 10(d), 13(e) and Employee Executive agrees to repay any portion of such Severance Benefits previously paid, if for any period that the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Controlevidence, that Employee Executive engaged in Conduct Detrimental to the CompanyCompany during the Employment Period or during the two-year period following the termination of Executive’s employment. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in for the event period of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in Employeethe Executive’s termination for Cause as defined in Section 9(c12(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of EmployeeExecutive’s employment); (ii) Employee Executive engages in conduct in violation of Section 8 10 of this Agreement; or (iii) Employee Executive engages in conduct in violation of Section 13 16 of this Agreement.

Conduct Detrimental to the Company. Employee Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee agrees The terms of Executive’s equity awards shall provide that if Employee Executive engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee Executive shall disgorge and return to the Company, upon a demand made prior to a Change of Controldemand, that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee Executive first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee Executive (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee Executive does not then own that number of shares, the amount of the cash proceeds received by Employee Executive from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee Executive understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee Executive the Severance Benefits pursuant to Section 10(d), and Employee Executive agrees to repay any portion of such Severance Benefits previously paid, if for any period that the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Controlevidence, that Employee Executive engaged in Conduct Detrimental to the Company. Employee Executive understands and agrees that this Section does not prohibit Employee Executive from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in for the event period of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in EmployeeExecutive’s termination for Cause as defined in Section 9(c) (or that would have resulted in termination for Cause if known by the Company prior to the termination of EmployeeExecutive’s employment); (ii) Employee Executive engages in conduct in violation of Section 8 of this Agreement; or (iii) Employee Executive engages in conduct in violation of Section 13 9 of this Agreement.

Conduct Detrimental to the Company. Employee acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company. (a) Employee agrees that if Employee engages in Conduct Detrimental to the Company (as defined in subsection (c)) during the Employment Period, Employee shall disgorge and return to the Company, upon a demand made prior to a Change of Control, that number of shares of restricted stock or options to purchase shares of Company stock on which restrictions lapsed after the date on which the Company establishes, by a preponderance of the evidence, Employee first engaged in Conduct Detrimental to the Company, less the net effect of any taxes paid by Employee (taking into account the initial taxes paid and the tax effect of the disgorgement), or if Employee does not then own that number of shares, the amount of the cash proceeds received by Employee from his most recent sale of a like number of the shares, less the net tax effect as stated above. Employee understands and agrees that this Section does not prohibit Employee from competing with the Company or soliciting the Company’s employees, but requires only a return of equity in the event of such competition or solicitation. Employee understands and agrees that the return of shares is in addition to and separate from any other relief available to the Company under the terms of this Agreement. (b) The Company shall have no obligation to pay Employee the Severance Benefits pursuant to Section 10(d), and Employee agrees to repay such Severance Benefits previously paid, if the Company establishes, by a preponderance of the evidence in an action initiated prior to a Change of Control, that Employee engaged in Conduct Detrimental to the Company. Employee understands and agrees that this Section does not prohibit Employee from competing with the Company or soliciting the Company’s employees, but requires only the return of the Severance Benefit in the event of such competition or solicitation. (c) “Conduct Detrimental to the Company,” as used in this Section, means: (i) conduct that results in Employee’s termination for Cause as defined in Section 9(c) (or that would have resulted in termination for Cause if Employment Agreement – Page 11 (Xxxxxx X. Xxxx) known by the Company prior to the termination of Employee’s employment); (ii) Employee engages in conduct in violation of Section 8 of this Agreement; or (iii) Employee engages in conduct in violation of Section 13 of this Agreement.