Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information. (b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). (c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.
Appears in 2 contracts
Samples: Management Stockholder’s Agreement (Jostens Holding Corp), Management Stockholder’s Agreement (Visant Holding Corp)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, each of the Management Stockholder and the Executive hereby agrees effective as of the date of the Management StockholderExecutive’s commencement of employment service with the Company or its Subsidiariessubsidiaries, without the Company’s prior written consent, the Management Stockholder and the Executive shall not, directly or indirectly, (i) at any time during or after the Management StockholderExecutive’s employment with service for the Company or its Subsidiariessubsidiaries under the Engagement Letter, disclose any Confidential Information pertaining to the business of the Company Company, the Investors, or any of its Subsidiaries, their respective Rule 405 Affiliates (except when required to perform its or his or her duties to the Company or one of its Subsidiariessubsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates; or (ii) at any time during the Management StockholderExecutive’s employment service with the Company or its Subsidiaries subsidiaries and for a period of two years twelve (12) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company inCompany, (1) school photography services the Investors, or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)their respective Rule 405 Affiliates, (B) solicit customers or clients of the Company or any of its Subsidiaries subsidiaries to terminate their relationship with the Company or any of its Subsidiaries subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, the Investors, or any of its Subsidiaries their respective Rule 405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management StockholderExecutive’s employmentservices with the Company; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different than that of the Company or any of its subsidiaries. If the Management Stockholder or the Executive is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management StockholderExecutive’s services are unique and because the Executive and the Management Stockholder has have had access to Confidential Information, the parties Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder or the Executive breaches any of the provisions of Section 24(a)22(a) hereof, in addition to all other remedies that may be available to the Company, such Management Stockholder and/or the Executive shall be required to pay to the Company any amounts actually paid to it or him or her by the Company in respect of any repurchase by the Company of the Option Options or shares of Common Stock underlying the Option Options held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Nielsen CO B.V.)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company in, (1) school photography the sale or lease of, or the provision of satellite services via transponder capacity on satellites operating in geostationary earth orbit; or school-related clothing, affinity products and services, (2) commercial printing the provision of telemetry, tracking and binding, (3) printing control services to companies engaged for such satellites and for other satellites operating in direct marketing, (4) fragrance, cosmetics and toiletriesgeostationary earth orbit or any of their successors or any other satellite company or its satellite-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)affiliate, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement that agreement shall be read in such a way as control with respect to further restrict and not to permit any more extensive the use or disclosure of Confidential Informationconfidential information, and this Section 24(a) shall not apply.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the New Option or shares of Common Stock underlying the New Option held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Panamsat Corp /New/)
Confidential Information; Covenant Not to Compete. Not to Solicit.
(a1) In consideration of the Company entering into Except as provided in this Agreement with the Management StockholderSection 10.1(1), the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with Sections 10.1(2), (3) and (4) below apply to each Shareholder. Sections 10.1(2), (3) and (4) below do not apply to a Shareholder who is subject to a written employment, consulting or other similar agreement between the Company or its Subsidiariesan Affiliate thereof to obligations or restrictions relating to confidential information, non-solicitation and non-competition that are set out in such employment, consulting or other similar agreement provided such Shareholder remains bound by all the provisions in the employment, consulting or other similar agreement including any provisions contained therein relating to confidential information, non-competition and non-solicitation.
(2) Each Shareholder hereby agrees that without the Company’s prior written consent, the Management Stockholder Shareholder shall not, directly or indirectly, (i) at any time during or after the Management StockholderShareholder’s employment or service with the Company or its Subsidiariesany Affiliate of the Company, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, Affiliates (except when required to perform his or her the Shareholder’s duties to the Company or one of its SubsidiariesAffiliates, or required by law or judicial process) or disparage the Company or any of its Affiliates; or (ii) at any time during the Management StockholderShareholder’s employment or service with the Company or its Subsidiaries Affiliates and for a period of two years thereaftertwelve (12) months following the Shareholder’s Restriction Date, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, consultant or partner in any business that directly or indirectly competes, at the relevant determination date, concern which is in competition with the Restricted Business, or have an investment in any such business that represents more than 10% of the Company in, all investments in such business or hold securities in any such business that represents more than 10% of ownership (1in value or in voting power) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)any such business, (B) solicit customers or clients Restricted Customers of the Company or any of its Subsidiaries Affiliates to terminate their relationship with the Company or any of its Subsidiaries Affiliates or otherwise solicit such customers or clients Restricted Customers to compete with for any business of the Company or any of its Subsidiaries Restricted Business or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employmentRestricted Employee. If the Management Stockholder Shareholder is bound by any other agreement with the Company or any of its Affiliates regarding the use or disclosure of Confidential Information, the provisions of this Agreement Section 10.1 shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to “Confidential Information” shall mean all non-public information concerning trade secrets, the parties hereto agree that money damages will be an inadequate remedy for know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any breach of this Agreement. In the event of a breach proprietary or threatened breach of this Agreementconfidential information, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforcedocuments, or prevent materials in any violations ofform or media, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches including any of the provisions of Section 24(a)foregoing relating to research, in addition to all operations, finances, current and proposed products and services, vendors, customers, advertising and marketing and other remedies that may be available to the Companynon-public, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholderproprietary, and confidential information.
Appears in 1 contract
Samples: Management Shareholders Agreement
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company Company, the Investors, or any of its Subsidiaries, their respective Rule 405 Affiliates (except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen (18) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company inCompany, (1) school photography services the Investors, or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)their respective Rule 405 Affiliates, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, the Investors, or any of its Subsidiaries their respective Rule 405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different that that of the Company or any of its Subsidiaries. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Premdor Finace LLC)
Confidential Information; Covenant Not to Compete. (a) In consideration of Holdco and the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company Holdco or its Subsidiaries, without the CompanyHoldco’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company Holdco or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company Holdco or any of its Subsidiaries, except when required to perform his or her duties to the Company Holdco or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company Holdco or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of Holdco, the Company or any of its other Subsidiaries in, (1) school photography the sale or lease of, or the provision of satellite services via transponder capacity on satellites operating in geostationary earth orbit; or school-related clothing, affinity products and services, (2) commercial printing the provision of telemetry, tracking and binding, (3) printing control services to companies engaged for such satellites and for other satellites operating in direct marketing, (4) fragrance, cosmetics and toiletriesgeostationary earth orbit or any of their successors or any other satellite company or its satellite-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)affiliate, (B) solicit customers or clients of the Company Holdco or any of its Subsidiaries to terminate their relationship with the Company Holdco or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Holdco or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company Holdco or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with Holdco or the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement that agreement shall be read in such a way as control with respect to further restrict and not to permit any more extensive the use or disclosure of Confidential Informationconfidential information, and this Section 24(a) shall not apply.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Further, for those Management Stockholders who are practicing attorneys, the restrictions stated in clause (a) above shall be effective and binding to the extent permissible under any applicable Rule of Professional Conduct or Code of Professional Responsibility. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company Holdco or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the CompanyHoldco, such Management Stockholder shall be required to pay to the Company Holdco or such third party identified by Holdco any amounts actually paid to him or her by the Company Holdco in respect of any repurchase by the Company Holdco of the New Option or shares of Common Stock underlying the New Option held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (PanAmSat Satellite HGS 3, Inc.)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company Company, the Investors, or any of its Subsidiaries, their respective Rule 405 Affiliates (except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years twenty-four (24) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company inCompany, (1) school photography services the Investors, or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)their respective Rule 405 Affiliates, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, the Investors, or any of its Subsidiaries their respective Rule 405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different than that of the Company or any of its Subsidiaries. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a)22(a) hereof, in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option Options or shares of Common Stock underlying the Option Options held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (CZT/ACN Trademarks, L.L.C.)
Confidential Information; Covenant Not to Compete. Shareholder ------------------------------------------------- hereby covenants to and agrees with Purchaser and the Company that, except as otherwise expressly consented to, approved or otherwise permitted by the Board of Directors of Purchaser in writing, for a period of ten (10) years commencing on the date hereof (provided, however, that such period shall be extended by and for the duration of any period of time during which Shareholder is in violation of any provision hereof), Shareholder shall not,
(a) In consideration directly or indirectly, acting alone, through his spouse or other family member, or as a member of a partnership or other business entity or as a holder of any security of any class issued by a corporation or other business entity (other than as a holder of less than one percent (1%) of the outstanding amount of any security listed on a national securities exchange or designated as a National Market System security by the National Association of Securities Dealers, Inc.) or as an officer, director, partner, employee, consultant, agent or representative of any corporation, partnership or other business entity, engage in any business, trade or other enterprise substantially similar to, or directly or indirectly in competition with, Purchaser or the Company or any affiliate of Purchaser or the Company with respect to the manufacture, marketing, distribution or sale of above-ground swimming pools, swimming pool equipment or swimming pool supplies, including related installation, service and repair activities (the "Business") in (i) each county in the States of -------- California, Arizona, Texas, Pennsylvania and Ohio (it being agreed by Purchaser, the Company and Shareholder that the Company currently carries on the Business or has established goodwill in each of such counties), (ii) any county in the United States of America or provincial subdivision in Canada in which the Company has carried on the Business or established goodwill prior to the date hereof, (iii) any county in the United States of America or provincial subdivision in Canada in which Purchaser has carried on the Business or established goodwill prior to the date hereof, and (iv) each state and country in which Purchaser or the Company conducts the Business during the term of this Agreement; or loan or provide money or other property to any such business, trade, or enterprise; or tend, or assist in arranging, credit or resources to establish or conduct any such business, trade, or enterprise; or permit his name, reputation or affiliations to be used in connection with any such business, trade or enterprise; provided, that nothing in this subsection (a) -------- shall prohibit Shareholder from engaging in the construction of in-ground swimming pools;
(b) use or disclose (or cause to be used or disclosed) to any person, firm, corporation, association or other entity (except as required by law) any confidential or proprietary information pertaining to the organization, business, inventions, discoveries, customers, suppliers, operations, affairs or other trade secrets (including all trade secrets as defined by Section 3426.1(d) of the California Civil Code) of the Company entering into this Agreement or Purchaser, including any Customer List (as defined in the Purchase Agreement) or any portion thereof or any information therein, at any time; provided, however, that such obligations of non-use and non-disclosure shall not apply to information that is or becomes a part of the public domain without breach of the foregoing obligations of Shareholder;
(c) request, induce or attempt to influence (or cause a Person to request, induce or attempt to influence) any current, future or prospective customer or supplier of the Company or Purchaser in connection with the Management StockholderBusiness to limit, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment curtail or cancel its business with the Company or its SubsidiariesPurchaser; or
(d) request, without induce or attempt to influence (or cause a Person to request, induce or attempt to influence) any then-current officer, director, employee, consultant, agent or representative of the Company’s prior written consent, the Management Stockholder shall not, directly Company or indirectly, Purchaser to (i) at any time during terminate his, her or after the Management Stockholder’s its employment or business relationship with the Company or its SubsidiariesPurchaser or (ii) commit any act that, disclose if committed by Shareholder would a breach of any Confidential Information pertaining provision hereof;
(e) make (or cause to the business of be made) any false, misleading or disparaging statements regarding Purchaser, the Company or any of its Subsidiariestheir respective officers, except when required directors, employees, shareholders, businesses, operations, products or financial conditions;
(f) incorporate, form or become affiliated or associated with (or cause a Person to perform his be incorporated, formed or her duties become affiliated with) any corporation or entity with a name or trade name that includes the name "Xxxxxx," "Leslie's," "Xxxxx" or "Sandy's" or is otherwise similar to the Company name of Purchaser or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, or that employs any such Management Stockholder shall be required to pay to the Company name in any amounts actually paid to him trademark, trade name, trade dress, or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.other manner; or
Appears in 1 contract
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company Company, the Investors, or any of its Subsidiaries, their respective Rule 405 Affiliates (except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years twelve (12) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company inCompany, (1) school photography services the Investors, or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)their respective Rule 405 Affiliates, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company Company, the Investors, or any of its Subsidiaries their respective Rule 405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different than that of the Company or any of its Subsidiaries. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a)22(a) hereof, in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option Options or shares of Common Stock underlying the Option Options held by such Management Stockholder.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Nielsen CO B.V.)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company Accellent Holdings entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company Accellent Holdings or its SubsidiariesSubsidiaries or Affiliates, without the Company’s Accellent Holdings’ prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company Accellent Holdings or its SubsidiariesSubsidiaries or Affiliates, disclose any Confidential Information pertaining to the business of the Company Accellent Holdings or any of its SubsidiariesSubsidiaries or Affiliates, except when required to perform his or her duties to the Company Accellent Holdings or one of its SubsidiariesSubsidiaries or Affiliates, or by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company Accellent Holdings or its Subsidiaries or Affiliates and for a period of two years twelve months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company Accellent Holdings or any of its Subsidiaries or Affiliates at any time during the twelve (12) months immediately preceding the termination time of the Management Stockholder’s employmentsolicitation or hiring. If the Management Stockholder is bound by any other agreement with the Company Accellent Holdings or any of its Subsidiaries or Affiliates regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company Accellent Holdings or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the CompanyAccellent Holdings, such Management Stockholder shall be required to pay to the Company Accellent Holdings any amounts actually paid to him or her by the Company Accellent Holdings in respect of any repurchase by the Company Accellent Holdings of the Option Options or shares of Common Stock underlying the Option Options held by such Management StockholderStockholder (other than Purchased Stock and stock acquired upon the exercise of a Rollover Option). [Signatures on next page.]
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Brimfield Precision LLC)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years eighteen months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to following mattress manufacturing companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case United States or their mattress manufacturing or mattress wholesaling affiliates: Simmons, Serta, Spring Air, Kingsdown, Select Comfort and Tempur-Pedic or any of clauses (1) through (3) and in North America and Europe their successors or any other mattress manufacturing company or its mattress manufacturing or mattress wholesaling affiliate which represents 10% or more of the mattress market in the case of clauses (4) and (5)United States, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the New Option or shares of Common Stock underlying the New Option held by such Management Stockholder. [Signatures on next page.]
Appears in 1 contract
Confidential Information; Covenant Not to Compete. 6.1 The Employee acknowledges that all trade secrets, customer lists and other confidential business information are the exclusive property of the Company and of The Timken Company. The Employee shall not (following the execution of this Agreement, during the Limited Period, or at any time thereafter) disclose such trade secrets, customer lists, or confidential business information without the prior written consent of the Company. The Employee also shall not (following the execution of this Agreement, during the Limited Period, or at any time thereafter) directly or indirectly, or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company any person(s) employed by the Company. The Employee recognizes that any violation of this Section 6.1 and Section 6.2 is likely to result in immediate and irreparable harm to the Company for which money damages are likely to be inadequate. Accordingly, the Employee consents to the entry of injunctive and other appropriate equitable relief by a court of competent jurisdiction, after notice and hearing and the court’s finding of irreparable harm and the likelihood of prevailing on a claim alleging violation of this Section 6, in order to protect the Company’s rights under this Section. Such relief shall be in addition to any other relief to which the Company may be entitled at law or in equity.
6.2 The Employee recognizes that the duties to be performed by him under the terms of his Employment Contract as amended by the Agreement, give him access to important confidential information and documents on the activities and the customers of the Company and of the group of companies to which it belongs. Consequently, the Parties have agreed to insert the present Covenant Not To Compete obligation, it being understood that the only purpose of the restriction on the Employee’s professional activities upon termination of his duties is to safeguard the legitimate interests of the Company and does not have for object, nor for consequence, to prevent the Employee from performing his professional activity, which the Employee expressly acknowledges. 6.3 Taking into account his duties, the Employee undertakes for a period of time of 12 months beginning upon the Termination Date and ending upon the first anniversary of the Termination Date (i.e., when the notice period is worked, from the end of the notice period or from the date on which the notice period is interrupted or, when the notice period is not worked, from the date of notification of the dismissal or of the resignation), for any reason whatsoever, to (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company refrain from engaging or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall notparticipating, directly or indirectly, through any person or legal entity in which the Employee may have any interest (iwhether as key management employee, officer, director, shareholder, partner, employee, owner or otherwise) at in any time during Competitive Activity, as defined in Section 1.6 or after the Management Stockholder’s employment with the Company (b) solicit or its Subsidiaries, disclose cause to be solicited on behalf of a competitor any Confidential Information pertaining to the business person or entity which was a customer of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach term of this Agreement, if the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to Employee had any court of competent jurisdiction direct responsibility for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to such customer while employed by the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.
Appears in 1 contract
Samples: Appendix Agreement (Timken Co)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiaries, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years one year thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, be engaged in or partner have financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business that directly or indirectly competes, at the relevant determination date, which competes with the any business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)its Subsidiaries, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). [Signatures on next page.
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.]
Appears in 1 contract
Samples: Management Stockholder’s Agreement (ITC Holdings Corp.)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment with the Company or its Subsidiarieshereof, that without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiariessubsidiaries, disclose any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries, subsidiaries (except when required to perform his or her the Management Stockholder’s duties to the Company or one of its Subsidiariessubsidiaries, or required by law or judicial process) or disparage the Company or any of its subsidiaries; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries subsidiaries and for a period of two years one (1) year thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, competes with the business of the Company inor any of its subsidiaries, or have an investment in any such business that represents more than 1% of all investments in such business or hold securities in any such business that represents more than 1% of ownership (1in value or in voting power) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)any such business, (B) solicit customers or clients of the Company or any of its Subsidiaries subsidiaries to terminate their relationship with the Company or any of its Subsidiaries subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. “Confidential Information.
(b) Notwithstanding clause (a) above” shall mean all non-public information concerning trade secrets, if at know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any time a court holds that the restrictions stated proprietary or confidential information, documents or materials in such clause (a) are unreasonable any form or otherwise unenforceable under circumstances then existingmedia, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches including any of the provisions of Section 24(a)foregoing relating to research, in addition to all operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other remedies that may be available to the Companynon-public, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholderproprietary, and confidential.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Chart Industries Inc)
Confidential Information; Covenant Not to Compete. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement date of employment with the Company or its Subsidiariesthis Agreement, without the Company’s prior written consent, the Management Stockholder shall not, directly or indirectly, (i) at any time during or after the Management Stockholder’s employment with the Company or its Subsidiaries, disclose any Confidential Information pertaining to the business of the Company or any of its Subsidiaries, except when required to perform his or her duties to the Company or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years one year thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, be engaged in or partner have financial interest (other than an ownership position of less than 5% in any company whose shares are publicly traded or any non-voting non-convertible debt securities in any company) in any business that directly or indirectly competes, at the relevant determination date, which competes with the any business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case any of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5)its Subsidiaries, (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Informationconfidential information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Informationconfidential information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). [Signatures on next page.
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, such Management Stockholder shall be required to pay to the Company any amounts actually paid to him or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.]
Appears in 1 contract
Samples: Management Stockholder’s Agreement (ITC Holdings Corp.)
Confidential Information; Covenant Not to Compete. Shareholder hereby ------------------------------------------------- covenants to and agrees with Purchaser and the Company that, except as otherwise expressly consented to, approved or otherwise permitted by the Board of Directors of Purchaser in writing, for a period of ten (10) years commencing on the date hereof (provided, however, that such period shall be extended by and for the duration of any period of time during which Shareholder is in violation of any provision hereof), Shareholder shall not,
(a) In consideration directly or indirectly, acting alone, through his spouse or other family member, or as a member of a partnership or other business entity or as a holder of any security of any class issued by a corporation or other business entity (other than as a holder of less than one percent (1%) of the outstanding amount of any security listed on a national securities exchange or designated as a National Market System security by the National Association of securities Dealers, Inc.) or as an officer, director, partner, employee, consultant, agent or representative of any corporation, partnership or other business entity, engage in any business, trade or other enterprise substantially similar to, or directly or indirectly in competition with, Purchaser or the Company or any affiliate of Purchaser or the Company with respect to the manufacture, marketing, distribution or sale of above-ground swimming pools, swimming pool equipment, and swimming pool supplies including related installation, service and repair activities (the "Business") in (i) each county in the States of California, Arizona, Texas, -------- Pennsylvania and Ohio (it being agreed by Purchaser, the Company and Shareholder that the Company currently carries on the Business or has established goodwill in each of such counties), (ii) any county in the United States of America or provincial subdivision in Canada in which the Company has carried on the Business or established goodwill prior to the date hereof, (iii) any county in the United States of America or provincial subdivision in Canada in which Purchaser has carried on the Business or established goodwill prior to the date hereof, and (iv) each state and country in which Purchaser or the Company conducts the Business during the term of this Agreement; or loan or provide money or other property to any such business, trade, or enterprise; or extend, or assist in arranging, credit or resources to establish or conduct any such business, trade, or enterprise; or permit his name, reputation or affiliations TO be used, in connection with any such business, trade or enterprise;
(b) use or disclose (or cause to be disclosed) to any person, firm, corporation, association or her entity (except as required by law) any confidential or proprietary information pertaining to the organization, business, inventions, discoveries, customers, suppliers, operations, affairs or other trade secrets (including all trade secrets as defined by Section 3426.1(d) of the California Civil Code) of the Company entering into this Agreement or Purchaser, including any Customer List (as defined in the Purchase Agreement) or any portion thereof or information therein, at any time; provided, however, that such obligations of non-use and non-disclosure shall not apply to information that is or becomes a part of the public domain without breach of the foregoing obligations of Shareholder;
(c) request, induce or attempt to influence (or cause a Person to request, induce or attempt to influence) any current, future or prospective customer or supplier of the Company or Purchaser in connection with the Management StockholderBusiness to limit, the Management Stockholder hereby agrees effective as of the date of the Management Stockholder’s commencement of employment curtail or cancel its business with the Company or its SubsidiariesPurchaser; or
(d) request, without induce or attempt to influence (or cause a Person to request, induce or attempt to influence) any then-current officer, director, employee, consultant, agent or representative of the Company’s prior written consent, the Management Stockholder shall not, directly Company or indirectly, Purchaser to (i) at any time during terminate his, her or after the Management Stockholder’s its employment or business relationship with the Company or its SubsidiariesPurchaser or (ii) commit any act that, disclose if committed by Shareholder would constitute a breach of any Confidential Information pertaining provision hereof.
(e) make (or cause to the business of be made) any false, misleading or disparaging statements regarding Purchaser, the Company or any of its Subsidiariestheir respective officers, except when required directors, employees, shareholders, businesses, operations, products or financial conditions;
(f) incorporate, form or become affiliated or associated with (or cause a Person to perform his be incorporated, formed or her duties become affiliated with) any corporation or entity with a name or trade name that includes the name "Xxxxxx," "Leslie's," "Xxxxx" or "Sandy's" or is otherwise similar to the Company name of Purchaser or one of its Subsidiaries, by law or judicial process; or (ii) at any time during the Management Stockholder’s employment with the Company or its Subsidiaries and for a period of two years thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business that directly or indirectly competes, at the relevant determination date, with the business of the Company in, (1) school photography services or school-related clothing, affinity products and services, (2) commercial printing and binding, (3) printing services to companies engaged in direct marketing, (4) fragrance, cosmetics and toiletries-related sampling or (5) single use packaging for fragrances, cosmetics and toiletries, in North America in the case of clauses (1) through (3) and in North America and Europe in the case of clauses (4) and (5), (B) solicit customers or clients of the Company or any of its Subsidiaries to terminate their relationship with the Company or any of its Subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company or any of its Subsidiaries or (C) solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Management Stockholder’s employment. If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of Confidential Information.
(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
(c) In the event that the Management Stockholder breaches any of the provisions of Section 24(a), in addition to all other remedies that may be available to the Company, or that employs any such Management Stockholder shall be required to pay to the Company name in any amounts actually paid to him trademark, trade name, trade dress, or her by the Company in respect of any repurchase by the Company of the Option or shares of Common Stock underlying the Option held by such Management Stockholder.other manner; or
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