Common use of Consulting and Noncompetition Clause in Contracts

Consulting and Noncompetition. If, during a Protection Period, the Executive's employment shall be terminated by the Company other than for Cause or Disability and other than as a result of the Executive's death, or if the Executive shall terminate his employment during a Protection Period for Good Reason, then: (a) For a period of two years following the termination of his employment, the Executive shall make himself available by phone upon reasonable notice, and shall also make himself available in person, at such location as the Company and the Executive shall agree, upon reasonable notice, subject to the Executive's prior commitments; provided, however, that the Executive shall not be required to make himself available for more than five days per month. The Executive shall consult with the Company with respect to matters raised by the Company within his knowledge or experience. (b) As consideration for the Executive's consulting services and agreement not to compete as provided in this Section 8, the company shall pay the Executive a consulting and noncompetition fee equal to 200% of the amount to be paid to the Executive pursuant to Section 3(b) of this Agreement. Such fee shall be paid to the Executive in a lump sum in cash within 30 days after the date of termination. (c) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under Section 8(a) this Agreement upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require. If the Executive shall agree to consult at a location away from the metropolitan area of his then current residence, the Company shall pay his reasonable travel and lodging expenses in connection therewith. (d) For a period of two years following the termination of his employment, the Executive shall not, either directly or indirectly, through any person or entity: (i) engage in any activities or conduct any businesses which are in competition with the activities engaged in or business conducted by the Company during the term of the Executive's employment with the Company, or (ii) hire any person who is then employed by or is a consultant to the Company or who was employed by or a consultant to the Company at any time during the three months prior to the date of such hiring, or encourage, induce or attempt to induce, or aid, assist or abet any other party or person in encouraging, inducing or attempting to induce, any such employee or consultant to alter or terminate his or her employment or consultation with the Company; or (iii) be engaged by, consult with, or invest in, any person or entity wherever located, which conducts a business in competition with the business conducted by the company during the term of the Executive's employment with the Company, except that the Executive may, at any time, own stock in a corporation which may be in competition with the Company, whose shares are listed for trading on a national or regional stock exchange or trade on the over-the-counter market, provided that the Executive owns, in the aggregate, fewer than 5% of the issued and outstanding shares of such corporation. (e) The covenants and obligations contained in Section 7 and in Section 8(c) of this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of such Sections shall cause irreparable injury to the Company, the amount of which shall be difficult if not impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Company shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court orders. In no event shall an asserted violation of the provisions of Section 7 or of Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Consulting and Noncompetition. If, If a Change in Control of the Company occurs during a Protection Period, the term of this Agreement and during the term of Executive's employment shall be terminated by with the Company other than for Cause or Disability and other than as a result of the Executive's death, or if the Executive shall terminate his employment during a Protection Period for Good Reasonwith any Subsidiary, then: (a) For a period of two years six months following the termination of his employment, the Executive shall make himself available by phone upon reasonable notice, and shall also make himself available in person, at such location as the Company and the Executive shall agree, upon reasonable notice, subject to the Executive's prior commitments; provided, however, that the Executive shall not be required to make himself available for more than five days per month. The Executive shall consult with the Company with respect to matters raised by the Company within his knowledge or experience. (b) As consideration for the Executive's consulting services and agreement not to compete as provided in this Section 8, the company Company shall pay the Executive a consulting and noncompetition fee equal to 200% of the amount to be paid to the Executive pursuant to Section 3(b) of this Agreement$187,500. Such fee shall be paid to the Executive in a lump sum in cash within 30 days after the date of terminationChange in Control Date. (c) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under Section 8(a) of this Agreement upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require. If the Executive shall agree to consult at a location away from the metropolitan area of his then current residence, the Company shall pay his reasonable travel and lodging expenses in connection therewith. (d) For a period of two years six months following the termination of his employment, the Executive shall not, either directly or indirectly, through any person or entity: (i) engage in any activities or conduct any businesses which are in competition with the activities engaged in or business conducted by the Company during the term of the Executive's employment with the Company, or (ii) hire any person who is then employed by or is a consultant to the Company or who was employed by or a consultant to the Company at any time during the three months prior to the date of such hiring, or encourage, induce or attempt to induce, or aid, assist or abet any other party or person in encouraging, inducing or attempting to induce, any such employee or consultant to alter or terminate his or her employment or consultation with the Company; or (iii) be engaged by, consult with, or invest in, any person or entity wherever located, which conducts a business in competition with the business conducted by the company Company during the term of the Executive's employment with the Company, except that the Executive may, at any time, own stock in a corporation which may be in competition with the Company, whose shares are listed for trading on a national or regional stock exchange or trade on the over-the-counter market, provided that the Executive owns, in the aggregate, fewer than 5% of the issued and outstanding shares of such corporation. (e) The covenants and obligations contained in Section 7 and in Section 8(c) of this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of such Sections shall cause irreparable injury to the Company, the amount of which shall be difficult if not impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Company shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court orders. In no event shall an asserted violation of the provisions of Section 7 or of Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Consulting and Noncompetition. If, during a Protection Period, the Executive's employment shall be terminated by the Company other than for Cause or Disability and other than as a result of the Executive's death, or if the Executive shall terminate his employment during a Protection Period for Good Reason, then: (a) For a period of two years following the termination of his employment, the Executive shall make himself available by phone upon reasonable notice, and shall also make himself available in person, at such location as the Company and the Executive shall agree, upon reasonable notice, subject to the Executive's prior commitments; provided, however, that the Executive shall not be required to make himself available for more than five days per month. The Executive shall consult with the Company with respect to matters raised by the Company within his knowledge or experience. (b) As consideration for the Executive's consulting services and agreement not to compete as provided in this Section 8, the company shall pay the Executive a consulting and noncompetition fee equal to 200% of the amount to be paid to the Executive pursuant to Section 3(b) of this Agreement. Such fee shall be paid to the Executive in a lump sum in cash within 30 days after the date of termination. (c) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under Section 8(a) this Agreement upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require. If the Executive shall agree to consult at a location away from the metropolitan area of his then current residence, the Company shall pay his reasonable travel and lodging expenses in connection therewith. (d) For a period of two years following the termination of his employment, the Executive shall not, either directly or indirectly, through any person or entity: (i) engage in any activities or conduct any businesses which are in competition with the activities engaged in or business conducted by the Company during the term of the Executive's employment with the Company, or (ii) hire any person who is then employed by or is a consultant to the Company or who was employed by or a consultant to the Company at any time during the three months prior to the date of such hiring, or encourage, induce or attempt to induce, or aid, assist or abet any other party or person in encouraging, inducing or attempting to induce, any such employee or consultant to alter or terminate his or her employment or consultation with the Company; or (iii) be engaged by, consult with, or invest in, any person or entity wherever located, which conducts a business in competition with the business conducted by the company during the term of the Executive's employment with the Company, except that the Executive may, at any time, own stock in a corporation which may be in competition with the Company, whose shares are listed for trading on a national or regional stock exchange or trade on the over-the-counter market, provided that the Executive owns, in the aggregate, fewer than 5% of the issued and outstanding shares of such corporation. (e) The covenants and obligations contained in Section 7 and in Section 8(c) of this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of such Sections shall cause irreparable injury to the Company, the amount of which shall be difficult if not impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Company shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court orders. In no event shall an asserted violation of the provisions of Section 7 or of Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Consulting and Noncompetition. If, If a Change in Control of the Company occurs during a Protection Period, the term of this Agreement and during the term of Executive's employment shall be terminated by with the Company other than for Cause or Disability and other than as a result of the Executive's death, or if the Executive shall terminate his employment during a Protection Period for Good Reasonwith any Subsidiary, then: (a) For a period of two years six months following the termination of his employment, the Executive shall make himself available by phone upon reasonable notice, and shall also make himself available in person, at such location as the Company and the Executive shall agree, upon reasonable notice, subject to the Executive's prior commitments; provided, however, that the Executive shall not be required to make himself available for more than five days per month. The Executive shall consult with the Company with respect to matters raised by the Company within his knowledge or experience. (b) As consideration for the Executive's consulting services and agreement not to compete as provided in this Section 8, the company Company shall pay the Executive a consulting and noncompetition fee equal to 200% of the amount to be paid to the Executive pursuant to Section 3(b) of this Agreement$500,000. Such fee shall be paid to the Executive in a lump sum in cash within 30 days after the date of terminationChange in Control Date. (c) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under Section 8(a) of this Agreement upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require. If the Executive shall agree to consult at a location away from the metropolitan area of his then current residence, the Company shall pay his reasonable travel and lodging expenses in connection therewith. (d) For a period of two years six months following the termination of his employment, the Executive shall not, either directly or indirectly, through any person or entity: (i) engage in any activities or conduct any businesses which are in competition with the activities engaged in or business conducted by the Company during the term of the Executive's employment with the Company, or (ii) hire any person who is then employed by or is a consultant to the Company or who was employed by or a consultant to the Company at any time during the three months prior to the date of such hiring, or encourage, induce or attempt to induce, or aid, assist or abet any other party or person in encouraging, inducing or attempting to induce, any such employee or consultant to alter or terminate his or her employment or consultation with the Company; or (iii) be engaged by, consult with, or invest in, any person or entity wherever located, which conducts a business in competition with the business conducted by the company Company during the term of the Executive's employment with the Company, except that the Executive may, at any time, own stock in a corporation which may be in competition with the Company, whose shares are listed for trading on a national or regional stock exchange or trade on the over-the-counter market, provided that the Executive owns, in the aggregate, fewer than 5% of the issued and outstanding shares of such corporation. (e) The covenants and obligations contained in Section 7 and in Section 8(c) of this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of such Sections shall cause irreparable injury to the Company, the amount of which shall be difficult if not impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Company shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court orders. In no event shall an asserted violation of the provisions of Section 7 or of Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Consulting and Noncompetition. If, If a Change in Control of the Company occurs during a Protection Period, the term of this Agreement and during the term of Executive's employment shall be terminated by with the Company other than for Cause or Disability and other than as a result of the Executive's death, or if the Executive shall terminate his employment during a Protection Period for Good Reasonwith any Subsidiary, then: (a) For a period of two years six months following the termination of his employment, the Executive shall make himself available by phone upon reasonable notice, and shall also make himself available in person, at such location as the Company and the Executive shall agree, upon reasonable notice, subject to the Executive's prior commitments; provided, however, that the Executive shall not be required to make himself available for more than five days per month. The Executive shall consult with the Company with respect to matters raised by the Company within his knowledge or experience. (b) As consideration for the Executive's consulting services and agreement not to compete as provided in this Section 8, the company Company shall pay the Executive a consulting and noncompetition fee equal to 200% of the amount to be paid to the Executive pursuant to Section 3(b) of this Agreement$250,000. Such fee shall be paid to the Executive in a lump sum in cash within 30 days after the date of terminationChange in Control Date. (c) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under Section 8(a) of this Agreement upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably require. If the Executive shall agree to consult at a location away from the metropolitan area of his then current residence, the Company shall pay his reasonable travel and lodging expenses in connection therewith. (d) For a period of two years six months following the termination of his employment, the Executive shall not, either directly or indirectly, through any person or entity: (i) engage in any activities or conduct any businesses which are in competition with the activities engaged in or business conducted by the Company during the term of the Executive's employment with the Company, or (ii) hire any person who is then employed by or is a consultant to the Company or who was employed by or a consultant to the Company at any time during the three months prior to the date of such hiring, or encourage, induce or attempt to induce, or aid, assist or abet any other party or person in encouraging, inducing or attempting to induce, any such employee or consultant to alter or terminate his or her employment or consultation with the Company; or (iii) be engaged by, consult with, or invest in, any person or entity wherever located, which conducts a business in competition with the business conducted by the company Company during the term of the Executive's employment with the Company, except that the Executive may, at any time, own stock in a corporation which may be in competition with the Company, whose shares are listed for trading on a national or regional stock exchange or trade on the over-the-counter market, provided that the Executive owns, in the aggregate, fewer than 5% of the issued and outstanding shares of such corporation. (e) The covenants and obligations contained in Section 7 and in Section 8(c) of this Agreement relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of such Sections shall cause irreparable injury to the Company, the amount of which shall be difficult if not impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Company shall be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court orders. In no event shall an asserted violation of the provisions of Section 7 or of Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.