Common use of Confidential Information and Noncompetition Clause in Contracts

Confidential Information and Noncompetition. (1) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company, or any of its subsidiaries, affiliates and businesses, which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall not have become public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. However, in no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's termination of the Executive's employment for Cause or (ii) the Executive's termination of his employment other than for Good Reason, the Executive shall not, directly or indirectly, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of the Date of Termination and, in either event, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive to continue to serve in those current directorships which are disclosed to the Company by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly traded.

Confidential Information and Noncompetition. (1a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company, or any of its subsidiaries, affiliates and businesses, which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall not have become public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. However, in no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2b) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's termination of the Executive's employment for Cause or (ii) the Executive's termination of his employment other than for Good Reason, the Executive shall not, directly or indirectly, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of the Date of Termination and, in either event, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive to continue to serve in those current directorships which are disclosed to the Company by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly traded.

Confidential Information and Noncompetition. (1a) The Executive shall hold in a fiduciary capacity for the benefit of the Company Corporation all secret or confidential information, knowledge or data data, including without limitation all trade secrets, relating to the CompanyCorporation or any Affiliated Companies, and their respective businesses, (i) obtained by the Executive during his employment by the Corporation or any of its subsidiaries, affiliates Affiliated Companies and businesses, (ii) which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall is not have become public knowledge otherwise publicly known (other than by acts reason of an unauthorized act by the Executive or his representatives in violation of this AgreementExecutive). After termination of the Executive's employment with the CompanyCorporation, the Executive shall not, not without the prior written consent of the CompanyCorporation, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company Corporation and those designated by it. However, in In no event shall an asserted violation of the provisions of this Section 10 12(a) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2b) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's Upon termination of the Executive's employment for Cause or (ii) the Executive's termination any reason whatsoever prior to a Change of his employment other than for Good ReasonControl, the Executive shall not, directly or indirectlywithout the prior written consent of the Corporation, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of three-year period following the Date of Termination and(i) accept employment or enter into a consulting or advisory arrangement with Amway Corporation, Xxxx Xxx Corporation, Premark International, Inc., Xxxx Xxx Cosmetics, Inc., or any of their affiliates; or (ii) directly solicit or aid in the direct solicitation of any employees of the Corporation or an Affiliated Company to leave their employment. In the event the Executive violates the terms of this Section 12(b), all benefit continuation coverage that the Executive and/or his family members are then receiving pursuant to the terms of Section 6(d) shall cease. Also, in either eventthe event that this Section 12(b) is determined to be unenforceable in part, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive construed to continue to serve in those current directorships which are disclosed be enforceable to the Company maximum extent permitted by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly tradedlaw. 13.

Confidential Information and Noncompetition. (1a) The Executive shall hold recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Employment Period, except to the extent reasonably necessary in the performance of the duties under this Agreement, or for a fiduciary capacity period of three (3) years after the Employment Period, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except (i) as required by law, (ii) if and to the extent reasonable or necessary (including to employees and agents of the Company), to perform his duties hereunder, and (iii) in the event such information becomes publicly available other than as a result of Executive's breach of this Section 6(a) . The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company all secret Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda and other information or confidential information, knowledge or data materials relating to the business of the Company and which are not publicly available (whether created by the Executive or otherwise coming into his possession) are confidential and will remain the property of the Company. (b) The Executive acknowledges that the Executive's responsibilities and activities on behalf of the Company involve executive-level sales, marketing and manufacturing functions in the bedding industry nationwide and internationally. The Executive agrees that during the Employment Period and thereafter for a period of one (1) year (the "Noncompetition Period"), he will not engage in the "Territory" in any executive-level sales, marketing or manufacturing activity on behalf of a Competing Business. The Executive will not, during such period, solicit the then-current customers or suppliers of the Company on behalf of a Competing Business. During the Noncompetition Period, the Executive shall not, and shall cause any person or entity with which he is affiliated as a senior executive not to, solicit or induce, any employee of the Company or any of its subsidiaries, affiliates and businesses, which shall have been obtained by subsidiaries to leave the employment of the Company or of any of its subsidiaries to work for the Executive pursuant to his employment or any person or entity with which he is affiliated. During the Noncompetition Period, the Executive shall not, and shall cause any person or entity with which he is affiliated as a senior executive not to, solicit or induce, any person who was employed by the Company or any of its subsidiaries and affiliates and which shall not have become public knowledge (other than by acts by on a full-time basis during the Executive or his representatives in violation of this Agreement). After 90 days immediately prior to the termination of the Executive's employment to accept employment with the Company, the Executive or with any person or entity with which he is affiliated. The term "Competing Business" shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. However, in no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's termination of the Executive's employment for Cause or (ii) the Executive's termination of his employment other than for Good Reason, the Executive shall not, directly or indirectly, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, mean any business activity which is engaged in the manufacture or entity which competes significantly distribution of products substantially similar to those manufactured and directly with the Company or any of its subsidiaries in lines of business conducted distributed by the Company or its subsidiaries during on the Period date of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, termination and which products are generally available in lines of business conducted by the Company or its subsidiaries as of the Date of Termination and, in either event, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive to continue to serve in those current directorships which are disclosed to the Company by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly traded.the

Confidential Information and Noncompetition. (1a) The Executive shall hold recognizes and acknowledges that all information pertaining to the affairs, business, financial condition, clients, customers or other relationships of the Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Employment Period, except to the extent reasonably necessary in the performance of the duties under this Agreement, or for a fiduciary capacity period of three (3) years after the Employment Period, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except (i) as required by law, (ii) if and to the extent reasonable or necessary (including to employees and agents of the Company), to perform his duties hereunder, and (iii) in the event such information becomes publicly available other than as a result of Executive's breach of this Section 6 (a) . The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company all secret Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda and other information or confidential information, knowledge or data materials relating to the Company, or any business of its subsidiaries, affiliates and businesses, which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall are not have become public knowledge publicly available (other than by acts whether created by the Executive or otherwise coming into his representatives in violation possession) are confidential and will remain the property of this Agreement). After termination the Company. (b) The Executive agrees that during the Employment Period and for the period of twelve (12) months following the Date of Termination of the Executive's employment with the Company, (the "Noncompetition Period"), he will not engage in any activity that is competitive in any material respect with the business conducted by, or that would have an adverse impact on the business or prospects of, the Company or, to the extent that any affiliate or associate of the Company is engaged in the business of the Company, the business or prospects of any affiliate or associate of the Company. Such prohibited activity shall include, but not be limited to, any management, ownership or distribution activity connected with or related to any business engaged in by the Company. The Executive will not, during such period, solicit any members of the then-current customers or suppliers of the Company. During the Noncompetition Period, the Executive shall not, without the prior written consent and shall cause any person or entity with which he is affiliated not to, solicit or induce, or attempt to solicit or induce, any employee of the Company, communicate Company or divulge any such information, knowledge or data of its subsidiaries to anyone other than leave the employment of the Company or of any of its subsidiaries to work for the Executive or any person or entity with which he is affiliated. During the Noncompetition Period, the Executive shall not, and those designated shall cause any person or entity with which he is affiliated not to, solicit or induce, or attempt to solicit or induce, any person who was employed by it. However, in no event shall an asserted the Company or any of its subsidiaries on a full-time basis during the 90 days immediately prior to the termination of the Executive's employment to accept employment with the Executive or with any person or entity with which he is affiliated. (c) The Company's obligations under the terms of this Agreement will cease upon any violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to 6 by the Executive under this AgreementExecutive. (2d) During The parties desire that the Period provisions of Employment this Section 6 be enforced to the fullest extent permissible under the laws and during public policies applied in the one (1)-year period immediately following (i) the Company's termination of the Executive's employment for Cause or (ii) the Executive's termination of his employment other than for Good Reason, the Executive shall not, directly or indirectly, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of the Date of Termination and, in either event, in any geographic area jurisdictions in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation enforcement is sought. If any portion of this paragraph (b) for the Executive Section 6 is judged to continue be invalid or unenforceable, this Section 6 will be deemed to serve in those current directorships which are disclosed be amended to the Company by extent necessary to ensure that this Section 6 will be enforceable to the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly tradedmaximum extent permissible under applicable law.

Confidential Information and Noncompetition. (1a) The Executive shall hold in a fiduciary capacity for the benefit of the Company Corporation all secret or confidential information, knowledge or data data, including without limitation all trade secrets, relating to the CompanyCorporation or any Affiliated Companies, and their respective businesses, (i) obtained by the Executive during her employment by the Corporation or any of its subsidiaries, affiliates Affiliated Companies and businesses, (ii) which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall is not have become public knowledge otherwise publicly known (other than by acts reason of an unauthorized act by the Executive or his representatives in violation of this AgreementExecutive). After termination of the Executive's ’s employment with the CompanyCorporation, the Executive shall not, not without the prior written consent of the CompanyCorporation, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company Corporation and those designated by it. However, in In no event shall an asserted violation of the provisions of this Section 10 12(a) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2b) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's Upon termination of the Executive's ’s employment for Cause or (ii) the Executive's termination any reason whatsoever prior to a Change of his employment other than for Good ReasonControl, the Executive shall not, directly or indirectlywithout the prior written consent of the Corporation, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of two-year period following the Date of Termination and(i) accept employment or enter into a consulting or advisory arrangement with Amway Corporation, Xxxx Xxx Corporation, Premark International, Inc., Xxxx Xxx Cosmetics, Inc., or any of their affiliates; or (ii) directly solicit or aid in the direct solicitation of any employees of the Corporation or an Affiliated Company to leave their employment. In the event the Executive violates the terms of this Section 12(b), all benefit continuation coverage that the Executive and/or her family members are then receiving pursuant to the terms of Section 6(d) shall cease. Also, in either eventthe event that this Section 12(b) is determined to be unenforceable in part, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive construed to continue to serve in those current directorships which are disclosed be enforceable to the Company maximum extent permitted by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly tradedlaw.

Confidential Information and Noncompetition. (1a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company, or any of its subsidiaries, affiliates and businesses, which shall have been obtained by the Executive pursuant to his employment by the Company or any of its subsidiaries and affiliates and which shall not have become public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. , However, in no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (2b) During the Period of Employment and during the one (1)-year period immediately following (i) the Company's termination of the Executive's employment for Cause or (ii) the Executive's termination of his employment other than for Good Reason, the The Executive shall not, directly or indirectly, engage in, be employed by, act as a consultant to, or be a director, officer, owner or partner of, any business activity or entity which competes significantly and directly with the Company or any of its subsidiaries in lines of business conducted by the Company or its subsidiaries during the Period of Employment or, for purposes of applying this noncompetition restriction after the Period of Employment, in lines of business conducted by the Company or its subsidiaries as of the Date of Termination and, in either event, in any geographic area in which the Company or its subsidiaries engage in such business; provided, however, that it shall not be a violation of this paragraph (b) for the Executive to continue to serve in those current directorships which are disclosed to the Company by the Executive in writing at the time of his execution of this Agreement; and provided further that it shall not be a violation of this Agreement for the Executive to own an interest of less than five percent (5%) in any entity whose ownership interests are publicly traded.