Confidential Information; Noncompetition; Nonsolicitation. (a) 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 KeyCorp's affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of KeyCorp's affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of KeyCorp or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp and those designated by it or to an attorney retained by the Executive. (b) While employed by the Company or any of KeyCorp's affiliates and during the Post-Employment Non-Competition Period (as defined below), the Executive shall not, without the written consent of KeyCorp, directly or indirectly, 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 or KeyCorp's Capital Partners Group 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 or KeyCorp's Capital Partners Group. Ownership, for personal investment purposes only, of less than 5% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (i) For purposes of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination of the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six months after the later to occur of the Change of Control or the Date of Termination. (ii) If the Executive requests KeyCorp to waive the noncompetition obligations of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the economic or other business interests of KeyCorp, the Company or other affiliated companies, as determined by KeyCorp in its sole discretion at the time such request is made. (c) While employed by the Company or any of KeyCorp's affiliates and for two years after the Date of Termination, the Executive shall not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment by other than KeyCorp or its affiliates any person employed by KeyCorp or its affiliates. (d) While employed by the Company or any of its affiliates and for two years after the Date of Termination, 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 or KeyCorp's Capital Partners Group during the 12-month period immediately
Appears in 1 contract
Samples: Employment Agreement (Keycorp /New/)
Confidential Information; Noncompetition; Nonsolicitation. (a) 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 KeyCorp's affiliated companies, and their its respective businesses, which shall have been obtained by businesses that the Executive obtains during the Executive's employment by the Company or any of KeyCorp's affiliated companies and which shall that is not be or become public knowledge (other than by acts by the Executive or representatives as a result of the Executive in Executive's violation of this AgreementSection 8(a)) ("Confidential Information"). After termination of The Executive shall not communicate, divulge or disseminate Confidential Information at any time during or after the Executive's employment with the Company, the Executive shall not, without except with the prior written consent of KeyCorp the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp and those designated by it or to an attorney retained by the Executive.
(b) While employed by During the Company or any of KeyCorp's affiliates and during the Post-Employment Non-Competition Noncompetition Period (as defined below), the Executive shall not, without the prior written consent of KeyCorpthe Board, engage in or become associated, directly or indirectly, be connected as a sole proprietor, member of a partnership, or stockholder, investor, officer or director of a corporation, or as an officer, employee, partneragent, director associate or otherwise with consultant of any person, firm, entity or corporation, other than the Company or a successor corporation or one of its subsidiaries, that engages in a Competitive Activity (as defined below). For purposes of this Section 8(b): (i) the "Noncompetition Period" means the period during which the Executive is employed by the Company pursuant to this Agreement and one year after the Executive's termination of employment under this Agreement (other than a termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason or a termination of employment occurring on or after the expiration of the Employment Period); and (ii) a "Competitive Activity" means engaging in any business which engages within a 50-90 mile radius of any the metropolitan area in which the Executive conducted substantial business for the twelve month period preceding the date the Executive ceased to be an employee with the Company or KeyCorp's Capital Partners Group any of its subsidiaries which is in substantial competition with any substantial business conducted business during the 12-month period immediately preceding the Executive's Date of Termination, in any business that competessuch area, at the time such engagement is commenced, with any business actively conducted by the Company or KeyCorp's Capital Partners Group. Ownership, for personal investment purposes only, its subsidiaries and in respect of less than 5% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
(i) For purposes of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination of the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six months after the later to occur of the Change of Control or the Date of Termination.
(ii) If the Executive requests KeyCorp to waive had substantial responsibilities during the noncompetition obligations term of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the economic or other business interests of KeyCorp, the Company or other affiliated companies, as determined by KeyCorp in its sole discretion at the time such request is made.
(c) While employed his employment by the Company or any of KeyCorp's affiliates and for two years after the Date of Terminationits subsidiaries; provided, however, that this Agreement shall -------- ------- not be construed as preventing the Executive shall notfrom investing his personal assets, directly or indirectlyacquiring or holding any issue of stock or securities, on behalf of in businesses which engage in a Competitive Activity, provided that the Executive or does not participate in the operations of any other person, solicit for employment by other than KeyCorp or its affiliates any person employed by KeyCorp or its affiliatessuch business.
(d) While employed by the Company or any of its affiliates and for two years after the Date of Termination, 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 or KeyCorp's Capital Partners Group during the 12-month period immediately
Appears in 1 contract
Samples: Employment Agreement (KBW Inc)
Confidential Information; Noncompetition; Nonsolicitation. (a) The In consideration for the severance benefits and supplemental pension benefits set forth in Paragraph 2 above, Executive agrees as follows:
a. 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 KeyCorp's its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of KeyCorp's its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of KeyCorp the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp the Company and those designated by it or to an attorney retained by the Executiveit.
(b) While employed by b. For eighteen months after the Company or any Date of KeyCorp's affiliates and during the Post-Employment Non-Competition Period (as defined below)Termination, the Executive shall not, without the written consent of KeyCorp, will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of or be connected as an officer, employee, partner, director director, consultant or otherwise with with, or have any financial interest in, any business which engages within a 50-mile radius of any area engaged in the financial services business in the states in which the Company or KeyCorp's Capital Partners Group conducted its Affiliates operate a commercial banking or other financial services business during which is in material competition with 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 or KeyCorp's Capital Partners Groupits Affiliates. Ownership, Ownership for personal investment purposes only, only of less than 52% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
(i) c. For purposes of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination of the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six eighteen months after the later to occur of the Change of Control or the Date of Termination.
(ii) If the Executive requests KeyCorp to waive the noncompetition obligations of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the economic or other business interests of KeyCorp, the Company or other affiliated companies, as determined by KeyCorp in its sole discretion at the time such request is made.
(c) While employed by the Company or any of KeyCorp's affiliates and for two years after the Date of Termination, the Executive shall not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment by other than KeyCorp or its affiliates any person employed by KeyCorp or its affiliates.
(d) While employed by the Company or any of its affiliates and for two years after the Date of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment any customer or client who was a customer or client of person employed by the Company or KeyCorpits Affiliates as of the date hereof or known by the Executive at the time to be employed by the Company or its Affiliates.
(i) Executive acknowledges and agrees that the restrictions contained in this Paragraph 9 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should Executive breach any of the provisions of this paragraph. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive's Capital Partners Group during own legal counsel in respect of this Agreement, (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive's counsel, and (iii) the 12-month period immediatelyprovisions of this Paragraph 9 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood.
(ii) Executive further acknowledges and agrees that a breach of any of the restrictions in this Paragraph 9 cannot be adequately compensated by monetary damages. Executive agrees that that Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of this Paragraph 9, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of this Paragraph 9 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provisions shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law.
(iii) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Paragraph 9, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Northern District of Illinois or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chicago, Illinois, (iii) consents to the non- exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleading, notices or other papers in a manner permitted by the notice provisions of this Paragraph 9.
Appears in 1 contract
Samples: Settlement Agreement (Bank One Corp)
Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates all secret or confidential information, knowledge or data relating to the Company or any of KeyCorp's affiliated companiesits affiliates or RBC or any of its affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of KeyCorp's affiliated companies its affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of KeyCorp the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp the Company and those designated by it or to an attorney retained by the Executiveit.
(b) While employed The Executive agrees that, commencing as of the date hereof, during the actual term of Executive's employment hereunder and for a period of the later of three years from the Effective Date or one year following the Date of Termination (the "Protected Period"), other than as a result of a termination by the Company without Cause or any of KeyCorp's affiliates and during by the Post-Employment Non-Competition Period (as defined below)Executive for Good Reason, the Executive shall will not, without the written consent of KeyCorpthe Company, engage in any business of, or enter the employ of, as a consultant or employee, or have any interest in, directly or indirectly, be connected as an officerany other person, employeefirm, partner, director corporation or otherwise with any business which engages within a 50-mile radius of any area in which the Company or KeyCorp's Capital Partners Group conducted business during the 12-month period immediately preceding the Executive's Date of Termination, other entity engaged in any business that competes, at the time such engagement is commenced, with any business actively conducted by the Company or KeyCorp's Capital Partners Group. Ownership, for personal investment purposes only, of less than 5% as of the voting stock of any publicly held corporation date hereof (a "Competing Business"). Nothing herein shall not constitute a violation hereof.
restrict the Executive from (i) For purposes being the beneficial owner of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination 2% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities, and nothing herein shall restrict the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six months after the later to occur of the Change of Control or the Date of Termination.
(ii) If if the Executive requests KeyCorp to waive the noncompetition obligations of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the economic or other business interests of KeyCorp, is no longer employed by the Company or other affiliated companiesits affiliates, engaging in any capacity in the private equity business, (iii) if the Executive is no longer employed by the Company or its affiliates, sitting on the board of directors of any mutual fund or (iv) from making personal investments so long as determined by KeyCorp in its sole discretion at the time such request investment vehicle is madenot a Competing Business.
(c) While During the Protected Period, the Executive agrees not to hire, directly or indirectly solicit for employment, or entice or encourage to leave employment with the Company or its affiliates, any person employed by the Company at the time of the Executive's termination of employment. During the Protected Period, other than following a termination of the Executive by the Company without Cause or any of KeyCorp's affiliates and by the Executive for two years after the Date of TerminationGood Reason, the Executive shall not, directly or indirectly, on behalf of the Executive or indirectly through any other personperson or entity, solicit for employment by solicit, entice, persuade or induce any person or entity which is then, or has been within the twelve months preceding the Date of Termination, a client, customer, or other than KeyCorp person or entity having a material business relationship with the Company or its affiliates any person employed by KeyCorp to terminate, reduce, disrupt or otherwise alter adversely its business relationship with the Company or its affiliates.
(d) While employed by In the Company event of a breach or any threatened breach of its affiliates and for two years after the Date of Terminationthis Section 9, the Executive will notagrees that the Company, directly RBC or indirectlytheir respective affiliates shall be entitled to injunctive relief in a court of appropriate jurisdiction, on behalf or by an arbitration panel, to remedy any such breach or threatened breach, and the Executive acknowledges that damages would be inadequate and insufficient.
(e) Any termination of the Executive Executive's employment or any other person, solicit any customer or client who was a customer or client of this Agreement shall have no effect on the Company or KeyCorp's Capital Partners Group during the 12-month period immediatelycontinuing operation of this Section 9.
Appears in 1 contract
Confidential Information; Noncompetition; Nonsolicitation. (a) 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 KeyCorp's affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of KeyCorp's affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of KeyCorp or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than KeyCorp and those designated by it or to an attorney retained by the Executive.
(b) While employed by the Company or any of KeyCorp's affiliates and during for two years after the Post-Executive's termination of employment by the Company for Cause or by the Executive without Good Reason (but in no event for more than two years following the expiration of the Employment Non-Competition Period (as defined belowPeriod), the Executive shall not, without the written consent of KeyCorp, directly or indirectly, 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 or KeyCorp's Key Capital Partners Group 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 or KeyCorp's Key Capital Partners GroupPartners. Ownership, for personal investment purposes only, of less than 5% of the voting stock of any publicly held corporation shall not constitute a violation hereof.
(i) For purposes of Section 7(b), the Post-Employment Non-Competition Period shall mean a period commencing on the termination of the Executive's employment hereunder and ending on the earliest to occur of the following: (A) January 19, 2005; (B) two years after the Date of Termination; or (C) if a Change of Control has occurred, that date which is six months after the later to occur of the Change of Control or the Date of Termination.
(ii) If the Executive requests KeyCorp to waive the noncompetition obligations of the Executive under Section 7(b) with respect to a specific activity or event, KeyCorp agrees not to withhold its consent to the Executive's engaging in such activity or event if the activity or event were not likely to be adverse to the economic or other business interests of KeyCorp, the Company or other affiliated companies, as determined by KeyCorp in its sole discretion at the time such request is made.
(c) While employed by the Company or any of KeyCorp's affiliates and for two years after the earlier of the Date of TerminationTermination and the expiration of the Employment Period, the Executive shall not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment by other than KeyCorp or its affiliates the Company any person employed by KeyCorp or its affiliates.
(d) While employed by the Company or any of its affiliates and for two years after the Date earlier of Termination(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 shall 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 or KeyCorp's Key Capital Partners Group during the 12-month period immediatelyimmediately 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 Key Capital Partners, 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 this Section 7, the Executive agrees that the Company and KeyCorp shall be entitled to injunctive relief in a court of competent jurisdiction to remedy any such breach or threatened breach, and the Executive acknowledges that damages would be inadequate and insufficient.
(f) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive's employment hereunder.
Appears in 1 contract
Samples: Employment Agreement (Keycorp /New/)
