Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates and their respective businesses that Employee obtains during Employee's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's violation of this Paragraph 11(a)) ("Confidential Information"). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control. (b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market. (c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates. (d) In the event of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).
Appears in 2 contracts
Samples: Stock Option Agreement (Joy Global Inc), Stock Option Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates and their respective businesses that Employee obtains during Employee's ’s employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's ’s violation of this Paragraph 11(a)) ("“Confidential Information"”). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's ’s employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's ’s possession or premises or made use of other than in pursuit of the Company's ’s business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
(d) In the event of a breach of Employee's ’s covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee The Participant 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 Affiliates and their respective businesses that Employee the Participant obtains during Employee's the Participant’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's Participant’s violation of this Paragraph 11(a)) ("“Confidential Information"”). Employee The Participant acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's the Participant’s employment with the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee the Participant shall deliver to the CompanyCompany (or the applicable Affiliate, if the Participant is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company's or its Affiliates' rights with respect to trade secrets.
(b) For The Participant acknowledges that his or her employment may place him or her in a two position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Participant may be given access to and asked to maintain and develop relationships with such customers. The Participant acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent the Participant from giving competitors unfair access to such relationships.
(c) Prior to and through a two-year period beginning on following the Termination of Employment date, Employee the Participant will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with (1) any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company 2 or any of its Affiliates, nor will Employee, directly their successors or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
(d) In the event of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).assigns or
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates and their respective businesses that Employee obtains during Employee's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's violation of this Paragraph 11(a)) ("Confidential Information"). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market. This noncompetion provision supercedes any prior noncompetition agreements between Employee and the Company or its Affiliates.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
(d) In the event of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)10(a) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company’s or its Affiliates’ rights with respect to trade secrets.
(b) The Employee acknowledges that his or her employment may place him or her in a position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) For a two year period beginning on the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with (1) any of the companies set forth on Exhibit 1 or with any of their successors or assigns or (2) any corporation or entity (A) controlled by, controlling or under common control with any such companycompany and (B) engaged, directly or indirectly, in a business that competes with any business conducted by the Company or any of its subsidiaries. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For a two two-year period beginning on the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 1110, the Restricted Stock Units shall immediately be forfeited as of the date of such breach. The Employee acknowledges and agrees that such forfeiture is not expected to adequately compensate the Company and its Affiliates for any such breach and that such forfeiture shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 10(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 10, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(aParagraphs 10(a), (b), (c) and (cd) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the Employee shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have. .
(g) The Company and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the injunctive remedies set forth in violation of the provisions of this Paragraph 11(d) 10 and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d)10, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief matters shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief matters shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive reliefdispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)10.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates affiliated companies, and their respective businesses that Employee obtains businesses, which shall have been obtained by the Executive during Employeethe Executive's employment by the Company and which shall not be or any of its Affiliates and that is not become public knowledge (other than as a result by acts by the Executive or representatives of the Employee's Executive in violation of this Paragraph 11(a)) ("Confidential Information"Agreement). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after EmployeeAfter termination of the Executive's employment with the Company, except with the Executive shall not, without the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, andcommunicate or divulge any such information, upon Termination of Employment for any reason, Employee shall deliver knowledge or data to anyone other than the Company, without further demands, all such items Company and any copies thereof which are then in his or her possession or under his or her controlthose designated by it.
(b) For The Executive agrees that, during the Employment Period and for a two year period beginning on of three years following the Date of Termination of Employment date(the "Protected Period"), Employee the Executive will not, except upon prior without the written permission signed by the President or an Executive Vice President consent of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business (x) compete with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments business in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than which the Company or one any of its Affiliates affiliates is engaged or employ actively developing (or was engaging in or actively developing as of the Date of Termination), (y) solicit any person (other than any personal assistant hired to work directly for the Employee) employed who is a customer of a business conducted by the Company or any of its Affiliatesaffiliates (or was a customer as of the Date of Termination), nor will Employee, directly or indirectly, solicit for employment on behalf (z) induce or attempt to persuade any employee of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliatesaffiliates to terminate his or her employment relationship with the Company or any of its affiliates (or hire any former employee of the Company or any of its affiliates within 90 days of such employee's termination of employment). For purposes of this Agreement, the phrase ""compete" shall include serving as an employee, an officer, a consultant, a director, an owner, a partner or a five percent (5%) or more shareholder of any such business or otherwise engaging in or assisting another to engage in any such business.
(dc) In the event of a breach or threatened breach of Employee's covenants under this Paragraph Section 11, it is understood and agreed the Executive agrees that the Company shall be entitled to injunctive relief, as well as relief in a court of appropriate jurisdiction to remedy any other legal such breach or equitable remediesthreatened breach. The Employee Executive acknowledges that damages would be inadequate and agrees that the covenants, obligations and agreements insufficient. Any termination of the Employee in Paragraph 11(a), (b) and (c) Executive's employment or of this Agreement relate to special, unique and extraordinary matters and that a violation of any of shall have no effect on the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions continuing operation of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)Section 11.
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)10(a) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company’s or its Affiliates’ rights with respect to trade secrets.
(b) For The Employee acknowledges that his or her employment may place him or her in a two position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) Prior to and through a two-year period beginning on following the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with (1) any of the companies set forth on Exhibit 1 or with any of their successors or assigns or (2) any corporation or entity (A) controlled by, controlling or under common control with any such companycompany and (B) engaged, directly or indirectly, in a business that competes with any business conducted by the Company or any of its subsidiaries. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For Prior to and through a two two-year period beginning on following the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 1110, the Restricted Stock Units shall immediately be forfeited as of the date of such breach. The Employee acknowledges and agrees that such forfeiture is not expected to adequately compensate the Company and its Affiliates for any such breach and that such forfeiture shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 10(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 10, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(aParagraphs 10(a), (b), (c) and (cd) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the Employee shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its Affiliates may have. .
(g) The Company and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the injunctive remedies set forth in violation of the provisions of this Paragraph 11(d) 10 and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d)10, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief matters shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief matters shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive reliefdispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)10.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company’s or its Affiliates’ rights with respect to trade secrets.
(b) The Employee acknowledges that his or her employment may place him or her in a position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) For a two two-year period beginning on the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, consult with, advise or engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For a two two-year period beginning on the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Employee acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph Paragraphs 11(a), (b), (c) and (cd) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the Employee shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its affiliates may have. .
(g) The Company and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the injunctive remedies set forth in violation of the provisions of this Paragraph 11(d) 11 and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d)11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief matters shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief matters shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive reliefdispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)11.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates affiliated companies, and their respective businesses that Employee obtains businesses, which shall have been obtained by the Executive during Employeethe Executive's employment by the Company or any of its Affiliates affiliated companies and that is which shall not be or become public knowledge (other than as a result by acts by the Executive or representatives of the Employee's Executive in violation of this Paragraph 11(a)) ("Confidential Information"Agreement). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after EmployeeAfter termination of the Executive's employment with the Company, except with the Executive shall not, without the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, andcommunicate or divulge any such information, upon Termination of Employment for any reason, Employee shall deliver knowledge or data to anyone other than the Company, without further demands, all such items Company and any copies thereof which are then in his or her possession or under his or her controlthose designated by it.
(b) For a two year period beginning on years following the Termination Executive's Date of Employment dateTermination, Employee will notExecutive agrees not to solicit, except upon prior written permission signed by the President influence or an Executive Vice President of the Companyentice, consult with or advise or, either directly or indirectly, as owner, partner, officer any employee or employee, engage in business with any consultant of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates affiliates to cease his or employ any person (other than any personal assistant hired to work directly for the Employee) employed by her relationship with the Company or any of its Affiliatesaffiliates, nor as the case may be.
(c) In the event of a termination of the Executive's employment by the Company for Cause or by the Executive without Good Reason, until the second anniversary of the Executive's Date of Termination, the Executive will Employee, not directly or indirectly, solicit for employment on behalf of own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any organization other than the Company or one of its Affiliates financial interest in, any person known by Employee (after reasonable inquiry) to be employed at the time by business which is in competition with the Company or any of its Affiliatesaffiliates in any geographic area where such business is being conducted during such period. Ownership, for personal investment purposes only of not in excess of 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
(d) In Executive acknowledges that the event provisions of this Section 7 are essential to the Company, that the Company would not enter into this Agreement if it did not include this Section 7 and that damages sustained by the Company as a result of a breach of Employee's covenants under this Paragraph 11Section 7 cannot be adequately remedied by damages, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and Executive agrees that the covenantsCompany, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) notwithstanding any other provision of this Agreement relate to specialAgreement, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights remedy it may have under this Agreement or at law, shall be entitled to injunctive and remedies that the Company may have. The Company and Employee hereby irrevocably submit other equitable relief to the exclusive jurisdiction prevent or curtail any breach of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions provision of this Paragraph 11(d)Agreement, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a courtincluding, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a courtwithout limitation, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)Section 7.
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee The Participant 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 Affiliates affiliated companies and their respective businesses that Employee the Participant obtains during Employeethe Participant's employment by the Company or any of its Affiliates affiliated companies and that is not public knowledge (other than as a result of the EmployeeParticipant's violation of this Paragraph 11(aSection 8(a)) ("Confidential Information"). Employee The Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after Employeethe Participant's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination termination of Employment employment for any reason, Employee the Participant shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) During the Noncompetition Period (as defined below), the Participant shall not, without the prior written consent of the Board, engage in or become associated with a Competitive Activity. For a two purposes of this Section 8(b), the "Noncompetition Period" means the one year period beginning on after Participant's termination of employment for any reason during the Termination of Employment date, Employee will not, except upon prior written permission signed Protection Period; a "Competitive Activity" means any business or other endeavor that is in substantial competition with any business conducted by the President or an Executive Vice President Company at the time of such termination; and (iii) the Company, consult Participant shall be considered to have become "associated with or advise or, a Competitive Activity" if he becomes directly or indirectlyindirectly involved as an owner, as ownershareholder, employee, officer, director, independent contractor, agent, partner, officer advisor, or employeein any other capacity calling for the rendition of the Participant's personal services, engage in business with any of the companies set forth on Exhibit 1 or with any individual, partnership, corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 other organization that is attached to and forms engaged in a part of this AgreementCompetitive Activity. Notwithstanding the foregoing, Employee the Participant may make and retain investments during the Noncompetition Period in not more than three percent of the equity of any such company entity engaged in a Competitive Activity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on During the Termination of Employment dateNoncompetition Period, Employee the Participant will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the EmployeeParticipant) employed by the Company or any of its AffiliatesCompany, nor will Employeethe Participant, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee the Participant (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesCompany.
(d) The Participant shall continue to be subject to the terms of the Harnischfeger Industries, Inc. Employee Proprietary Rights and Confidentiality Agreement (the "Confidentiality Agreement") pursuant to the terms of such agreement. If, during the Protection Period, the Confidentiality Agreement is no longer applicable, the Participant shall be subject to the provisions set forth below in this Section 8(d) with respect to the Company. The Participant shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. The Participant acknowledges that all ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived, or reduced to practice by him at any time during his employment with the Company or heretofore or hereafter gained by him at any time during his employment with the Company are the property of the Company, and the Participant hereby irrevocably assigns all such ideas, discoveries, inventions, and improvements to the Company for its sole use and benefit, without additional compensation. The provisions of this Section 8(d) shall apply whether such ideas, discoveries, inventions, or improvements were or are conceived, made or gained by him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company's business interests (including potential business interests), and whether or not within the specific realm of his duties. The Participant shall, upon request of the Company, but at no expense to the Participant, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its right to such ideas, discoveries, inventions, or improvements including applying for, obtaining, and enforcing patents and copyrights thereon in such countries as the Company shall determine.
(e) The provisions of Sections 8 (a), (b), (c) and (d) of this Agreement shall remain in full force and effect until the expiration of the Noncompetition Period specified herein notwithstanding the termination of the Participant's employment hereunder. For purposes of this Section 8, the "Company" shall include all subsidiaries of the Company.
(f) In the event of a breach of Employeethe Participant's covenants under this Paragraph 11Section 8, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee Participant acknowledges and agrees that the covenants, obligations and agreements of the Employee Participant in Paragraph 11(aSection 8(a), (b), (c), (d) and (ce) of this the Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee the Participant agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(dSection 8(f) and the interpretation and enforcement of Paragraphs 11(aSections 8(a), (b), (c), (d) and (ce) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(dSection 8(f), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(dSection 8(f).
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee a. The Participant 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 Affiliates and their respective businesses that Employee the Participant obtains during Employee's the Participant’s employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's Participant’s violation of this Paragraph 11(a12(a)) ("“Confidential Information"”). Employee The Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's the Participant’s employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's ’s possession or premises or made use of other than in pursuit of the Company's ’s business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee the Participant shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) b. For a two year period beginning on the Termination of Employment date, Employee the Participant will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 2 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 2 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee the Participant may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) c. For a two year period beginning on the Termination of Employment date, Employee the Participant will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the EmployeeParticipant) employed by the Company or any of its Affiliates, nor will Employeethe Participant, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee the Participant (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
(d) d. In the event of a breach of Employee's the Participant’s covenants under this Paragraph 1112, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee Participant acknowledges and agrees that the covenants, obligations and agreements of the Employee Participant in Paragraph 11(a12(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee the Participant agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d12(d) and the interpretation and enforcement of Paragraphs 11(a12(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d12(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d12(d).
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee a. Participant 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 Affiliates and their respective businesses that Employee Participant obtains during EmployeeParticipant's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the EmployeeParticipant's violation of this Paragraph 11(a12(a)) ("Confidential Information"). Employee Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after EmployeeParticipant's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee Participant shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
(b) b. For a two year period beginning on the Termination of Employment date, Employee Participant will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 2 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 2 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee Participant may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) c. For a two year period beginning on the Termination of Employment date, Employee Participant will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the EmployeeParticipant) employed by the Company or any of its Affiliates, nor will EmployeeParticipant, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee Participant (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
(d) d. In the event of a breach of EmployeeParticipant's covenants under this Paragraph 1112, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee Participant acknowledges and agrees that the covenants, obligations and agreements of the Employee Participant in Paragraph 11(a12(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee Participant agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d12(d) and the interpretation and enforcement of Paragraphs 11(a12(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d12(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d12(d).
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates affiliated companies, and their respective businesses that Employee obtains businesses, which shall have been obtained by the Executive during Employeethe Executive's employment by the Company or any of its Affiliates affiliated companies and that is which shall not be or become public knowledge (other than as a result by acts by the Executive or representatives of the Employee's Executive in violation of this Paragraph 11(a)) ("Confidential Information"Agreement). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after EmployeeAfter termination of the Executive's employment with the Company, except with the Executive shall not, without the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, andcommunicate or divulge any such information, upon Termination of Employment for any reason, Employee shall deliver knowledge or data to anyone other than the Company, without further demands, all such items Company and any copies thereof which are then in his those designated by it or her possession or under his or her controlto an attorney retained by the Executive.
(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) While employed by the Company or any of its Affiliatesaffiliates and for one year after the Executive's termination of employment by the Company for Cause or by the Executive without Good Reason (but in no event for more than one year following the expiration of the Employment Period), nor the Executive will Employeenot, without the written consent of the Company, directly or indirectly, solicit for employment be connected as an officer, employee, partner, director or otherwise with any business which engages within a 50-mile radius of any area in which the Company conducted business during the 12-month period immediately preceding the Executive's Date of Termination, in any business that competes, at the time such engagement is commenced, with any business actively conducted by the Company in such area and that is of the type of business activity in which the Executive was directly engaged on behalf of any organization other than the Company during the 12-month period immediately preceding the Date of Termination or one any other business with respect to which the Executive has confidential information. Ownership, for personal investment purposes only, of its Affiliates less than 5% of the voting stock of any person known by Employee publicly held corporation shall not constitute a violation hereof.
(after reasonable inquiryc) to be While employed at the time by the Company or any of its Affiliatesaffiliates and for one year after the earlier of the Date of Termination and the expiration of the Employment Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment by other than the Company any person employed by the Company or its affiliates.
(d) While employed by the Company or any of its affiliates and for one year after the earlier of (i) the Executive's termination of employment by the Company for Cause or by the Executive without Good Reason and (ii) the expiration of the Employment Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit any customer or client who was a customer or client of the Company during the 12-month period immediately preceding the Date of Termination, for the purpose of providing such customer or client with services that are directly competitive with the services provided by the Company, provided that under no circumstances may the Executive solicit any customer or client for the purpose of providing services relating to business that was under discussion prior to the Date of Termination.
(e) In the event of a breach or threatened breach of Employee's covenants under this Paragraph 11Section 7, it is understood and agreed the Executive agrees that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee relief in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary to remedy any such breach or appropriate to restrain Employee from committing any violation of such covenantsthreatened breach, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts Executive acknowledges that damages would be inadequate and insufficient.
(f) The provisions of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(aSection 7(b), (bc) and (cd) insofar as such interpretation shall remain in full force and enforcement relate to any request or application for injunctive relief in accordance with effect until the provisions expiration of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) period specified herein notwithstanding the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over earlier termination of the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)Executive's employment hereunder.
Appears in 1 contract
Samples: Employment Agreement (Keycorp /New/)
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company's or its Affiliates' rights with respect to trade secrets.
(b) The Employee acknowledges that his or her employment may place him or her in a position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) For a two two-year period beginning on the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, consult with, advise or engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For a two two-year period beginning on the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Employee acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph Paragraphs 11(a), (b), (c) and (cd) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the Employee shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its affiliates may have. .
(g) The Company and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the injunctive remedies set forth in violation of the provisions of this Paragraph 11(d) 11 and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d)11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief matters shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief matters shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive reliefdispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)11.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company’s or its Affiliates’ rights with respect to trade secrets.
(b) The Employee acknowledges that his or her employment may place him or her in a position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) For a two one-year period beginning on the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For a two two-year period beginning on the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Employee acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph Paragraphs 11(a), (b), (c) and (cd) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the Employee shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company or its affiliates may have. .
(g) The Company and the Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, Wisconsin, in respect of all disputes involving Confidential Information, trade secrets or the injunctive remedies set forth in violation of the provisions of this Paragraph 11(d) 11 and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d)11, and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief matters shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief matters shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive reliefdispute, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a any suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)11.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) The Employee 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 Affiliates and their respective businesses that the Employee obtains during the Employee's ’s employment by the Company or any of its Affiliates and that (i) is not public knowledge or (other than ii) became public knowledge as a result of the Employee's ’s violation of this Paragraph 11(a)) ("“Confidential Information"”). The Employee acknowledges that the Confidential Information is highly sensitive and proprietary and includes, without limitation: product design information, product specifications and tolerances, manufacturing processes and methods, information regarding new product or new feature development, information regarding how to satisfy particular customer needs, expectations and applications, information regarding strategic or tactical planning, information regarding pending or planned competitive bids, information regarding costs, margins, and methods of estimating, and information regarding key employees. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee's ’s employment with by the CompanyCompany or any of its Affiliates, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company or any of its Affiliates are acknowledged to be the property of the Company or the applicable Affiliate(s) and shall not be duplicated, removed from the Company's possession or premises of the Company or such Affiliate(s) or made use of other than in pursuit of the Company's business of the Company and its Affiliates or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the CompanyCompany (or the applicable Affiliate, if the Employee is employed outside the United States), without further demandsdemand, all such items and any copies thereof which are then in his or her possession or under his or her control. Nothing in this Agreement is intended to limit the Company's or its Affiliates' rights with respect to trade secrets.
(b) For The Employee acknowledges that his or her employment may place him or her in a two position of contact and trust with customers of the Company or its Affiliates, and that in the course of employment the Employee may be given access to and asked to maintain and develop relationships with such customers. The Employee acknowledges that such relationships are of substantial value to the Company and its Affiliates and that it is reasonable for the Company to seek to prevent Employee from giving competitors unfair access to such relationships.
(c) Prior to and through a two-year period beginning on following the Termination of Employment date, the Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, consult with, advise or engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, the Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(cd) For Prior to and through a two two-year period beginning on following the Termination of Employment date, the Employee will not, directly or indirectly, indirectly (i) employ or solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its AffiliatesAffiliates (or any person who was so employed at any time during the preceding three months) or (ii) be involved in any way, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates Affiliates, in the hiring process of any person (other than any personal assistant hired to work directly for the Employee) known by the Employee (after reasonable inquiry) to be employed at the time by the Company or any of its AffiliatesAffiliates at such time (or any person who was so employed at any time during the preceding three months).
(de) In the event of a breach of the Employee's ’s covenants under this Paragraph 11, the entire Stock Option shall immediately expire as of the date of such breach. The Employee acknowledges and agrees that such expiration is not expected to adequately compensate the Company and its Affiliates for any such breach and that such expiration shall not substitute for or adversely affect the remedies to which the Company or any of its Affiliates is entitled under Paragraph 11(f) or at law.
(f) In the event of a breach of the Employee’s covenants under this Paragraph 11, it is understood and agreed that the Company and any Affiliate(s) that employed the Employee shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).equitable
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Joy Global Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) Employee 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 Affiliates affiliated companies, and their respective businesses that Employee obtains businesses, which shall have been obtained by the Executive during Employeethe Executive's employment by the Company or any of its Affiliates affiliated companies and that is which shall not be or become public knowledge (other than as a result by acts by the Executive or representatives of the Employee's Executive in violation of this Paragraph 11(a)) ("Confidential Information"Agreement). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after EmployeeAfter termination of the Executive's employment with the Company, except with the Executive shall not, without the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any legal processsuch information, and, upon Termination of Employment for any reason, Employee shall deliver knowledge or data to anyone other than the Company, without further demands, all such items Company and any copies thereof which are then in his or her possession or under his or her controlthose designated by it.
(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed While employed by the President or an Executive Vice President Company and its affiliated companies, and in the event of a termination of the CompanyExecutive's employment hereunder for any reason (other than termination by the Company without Cause), consult with or advise orfor one year thereafter, the Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, employee, partner, officer director or employeeotherwise with, engage or have any financial interest in, any business which is in competition with the business with conducted by the Company in any geographic area where such business is being conducted during such period. Ownership, for personal investment purposes only, of less than 5% of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity voting stock of any such company if such equity is listed on publicly held corporation shall not constitute a national securities exchange or regularly traded in an over-the-counter marketviolation hereof.
(c) For a two While employed by the Company or any of its affiliated companies and for one year period beginning on after the Termination Executive's termination of Employment dateemployment, Employee the Executive will not, directly or indirectly, solicit for employment or employ on behalf of any organization by other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any its affiliated companies at the effective time of its Affiliatesthe Merger, nor will Employeethe Executive, directly or indirectly, solicit for employment on behalf of any organization by other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) the Executive to be employed at the time by the Company or any of its Affiliatesaffiliated companies.
(d) In the event The provisions of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (bSection 7(b) and (c) of this Agreement relate to special, unique shall remain in full force and extraordinary matters and that a violation of any effect until the expiration of the terms of such covenants, obligations or agreements will cause period specified herein notwithstanding the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction earlier termination of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d)Executive's employment hereunder.
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