Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal to 50% of the Management Stockholder's base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in...
Covenant Not to Compete; Confidential Information. (a) During the term of this Agreement, and for a six month period after the Date of Termination, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a "competing business" shall be any business which is a significant competitor of the Company, or which the Company reasonably determines may become a significant competitor, unless the Executive's primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company is conducting business. Should the Executive, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, all payments under this Agreement shall cease.
(b) The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company only and shall not at any time, directly or indirectly, during the term of this Agreement, and thereafter for all periods during which severance or other amount is paid, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. In no event shall an asserted violation of the provisions of this Section 9(b) constitute a basis for deferring or...
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Purchaser, the Purchaser hereby agrees effective as of the Purchase Date, until the Applicable Anniversary (as defined) of the date the Purchaser shall cease to be employed by the Company (the "Non-Compete Period"), the Purchaser shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected in any manner with (including as a consultant), any business which shall be engaged in the retail selling of food, beverages or other products under the names "Randall's", "Xxx Thumb" or "Xxxxx Xxxxx", or under any other name which uses any of the foregoing names as a component or which is (or includes a component which is) confusingly similar to any such names (the "Trade Names"), in the United States. In addition to the foregoing, the Purchaser hereby agrees that during the Non-Compete Period, the Purchaser shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected in any manner with (including as a consultant), any business which shall be engaged in the retail selling of food, beverages or other related products under any name, including the Trade Names, in Texas, provided, that [(i) unless such business shall own, lease or operate a Supercenter (as defined below), the retail selling of food, beverages or other related products shall be the primary business of such business and (ii)] this sentence shall not be applicable to restaurant or catering businesses. For purposes hereof, "Supercenter" shall mean any store of at least 50,000 square feet at which general merchandise as well as groceries are sold at retail. For illustrative purposes only, Wal-Mart Supercenters and Super Kmart Centers are examples of Supercenters. "Applicable Anniversary" means with respect to (i) senior vice presidents and executives of higher standing in the Company, a two-year period, (ii) vice presidents, a one-year period and (iii) directors, a six-month period.
Covenant Not to Compete; Confidential Information. (a) During the term of this Agreement, and for a one year period after the Date of Termination, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. For the purposes of this Agreement, a "competing business" shall be any business which is a significant competitor of the Company, or which the Company reasonably determines may become a significant competitor, unless the Executive's primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company is conducting business. Should the Executive, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, all payments under this Agreement shall cease.
(b) The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company only and shall not at any time, directly or indirectly, during the term of this Agreement, and thereafter for all periods during which severance or other amount is paid, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. In no event shall an asserted violation of the provisions of this Section 9(b) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
(c) Any termination of the Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 9.
(d)...
Covenant Not to Compete; Confidential Information. A. The Employee hereby agrees that during the Term, without the prior written consent of the Employer, he shall not serve as a director, employee or officer of, or provide personal services to, any institution insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration which has an office in the State of Ohio or any holding company or other affiliate of such an institution. Notwithstanding the foregoing, it is expressly understood by the parties that during the Term, the Employee may render consulting services to others as set forth in Section II.B of this Agreement.
B. The parties agree that by reason of his employment as President of Home prior to the Effective Date and his services hereunder, the Employee has and will have special knowledge of the business and plans of the Company and its affiliates which has not been disclosed by the Company or any affiliate and which constitutes confidential and proprietary business information ("Confidential Information"). The Employee agrees that, without the prior written consent of the Employer, he shall not in any way disclose to any person or entity other than the Company and its affiliates any Confidential Information or written or other form of record containing Confidential Information. Nothwithstanding the foregoing, the Employee may, consistent with the performance of consulting services for persons and entities other than the Company and its affiliates as permitted under Section II.B of this Agreement, disclose knowledge of financial and economic principles that do not reflect Confidential Information.
C. At the conclusion of the Term or upon earlier termination of this Agreement, the Employee shall deliver to the Employer all copies of all written or other records containing Confidential Information which are in his possession or control.
D. The provisions of this Section IV shall survive termination of this Agreement. In the event of a breach or threatened breach of this Section IV, the Employer shall be entitled to an injunction restraining the Employee from violating this Section IV in addition to any other remedies available to the Employer, including but not limited to recovery of damages from the Employee.
Covenant Not to Compete; Confidential Information. 8.1.1 After the Closing Date, neither Seller nor the Guarantors shall compete directly or indirectly with the business of Buyer in any country in which any product manufactured, marketed or sold by Buyer is sold (the "Geographic Area"). In addition, neither the Seller nor any of the Guarantors shall (without
(a) engage in or be interested in, directly or indirectly (whether as owner of, partner, stockholder or capital investor in, lender, advisor or consultant to, sales or marketing representatives for, or otherwise, either alone or in association with others) any business or enterprise competitive with the Business currently conducted by Seller; (b) solicit any employees of Buyer to leave the employ of Buyer; (c) solicit any customer of Buyer with respect to any product or service currently furnished, made or sold by Seller; or (d) disclose any proprietary information or trade secrets relating to the Business purchased by Buyer to any party; provided that the foregoing shall not prohibit any of the Guarantors from owning in the aggregate less than 5% of the outstanding publicly traded stock of any corporation. The obligations of Seller and the Guarantors under this Section 8.1.1 shall continue in full force and effect and be binding on the Guarantors, their respective successors, heirs, executors, administrators and assigns for a period of two years commencing with the Closing or such longer period of time as is set forth in the respective Employment Agreements (as such term is defined in Section 12.3 below) entered into by Xxxxxx X.
Covenant Not to Compete; Confidential Information a) During the Employment Period, Executive shall not work for, provide services to, or receive compensation in any form from any firm (excluding all subsidiaries and affiliates of the Company) that is engaged in business that competes with one or more of the Company’s principal businesses, including but not limited to, on the one hand, real estate, hotel, or resort development firms, and on the other hand, financial services firms including any broker-dealer, investment bank, or financial advisor, in any way.
b) In the event Executive’s employment with the Company is terminated for any reason, Executive shall not upon leaving the Company make any effort to exploit, pursue, develop or proceed (or cause any other person or entity to do so) with any transaction or project that was being analyzed, considered, developed or negotiated by or on behalf of the Company for a period of not less than twelve months following such termination.
c) Executive agrees to receive Confidential Information (as hereinafter defined) of the Company in confidence, and not to disclose to others, assist others in the application of, or use for his own gain or that of another, such information, or any part thereof, unless and until it has become public knowledge or has come into the possession of Executive or such others by legal and equitable means or is required to be disclosed by law or judicial or administrative order. Executive further agrees that, upon termination of his employment with the Company, he will return to the Company all documents, records and notebooks containing Confidential Information and similar repositories of Confidential Information, including copies thereof, then in Executive’s possession, whether prepared by him or others. For purposes of this section, Confidential Information shall mean information disclosed to Executive or known by Executive as a consequence of or through his employment by the Company, not generally known in the industry(ies) in which the Company is or may become engaged, about the Company’s business, development rights or projects under development, products, processes and services and, in each case, which the Company treats as confidential or proprietary. Executive’s obligations under this section shall survive any termination or expiration of this Agreement and Executive’s employment hereunder, until two years after such termination or expiration.
d) The provisions of this Section 12 are hereby limited by the provisions of Section 14 h...
Covenant Not to Compete; Confidential Information. (a) The following covenant shall apply to each of Xxxxxx X. Xxxx, Xxxxx Xxxx and Xxxxx Xxxx (the "Xxxx Employees"), individually, and each of them hereby agrees, with respect to himself or herself, to the following:
(i) In consideration of the Parent and the Vestar Member entering into this Agreement with the Xxxx Members, each of the Xxxx Employees hereby agrees, effective as of the Effective Time of the Acquisition Merger (as defined in the Merger Agreement), for so long as he or she is employed by the Company, Parent or one of their respective subsidiaries (the "Restricted Group") and for a ---------------- period of five years (the "Noncompete Period") after he or she ----------------- has ceased to be employed by the Restricted Group, that (i) he or she shall not, directly or indirectly, engage in the design, manufacturing, production, marketing, sale or distribution of any women's clothing or accessories anywhere in the world in which the Restricted Group is doing business (the "Competing --------- Business"), other than through his or her employment with the Restricted Group; provided, however, that in the event Xxxxx Xxxx -------- ------- is terminated without "Cause" by the Parent or the Company or resigns for "Good Reason" from the Parent and the Company, as such terms are defined in her current employment contract, the term of such Noncompete Period with respect to her shall be three years; provided further that she shall not be precluded from -------- ------- being employed by Saks Fifth Avenue, Neiman Marcus or a similar broad-based specialty store or from working at an advertising agency, provided that she is not otherwise in violation of this Section 10.13 and is not engaging in activities in such employment that are directly competitive with or otherwise would reasonably be expected to be injurious or adverse to the business of the Company. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, director, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an executive, designer, consultant, licensor of technology or otherwise; provided that the Xxxx Employees shall be permitted to be passive equity investors in an amount not to exceed 5% (in the aggregate among all of the Xxxx Employees) of the voting power or 5% (in the agg...
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Purchaser, the Purchaser hereby agrees effective as of the Purchase Date, for so long as the Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Purchaser's Commission File No. 0-6544 employment with the Company or any of its subsidiaries. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Purchaser's employment, the Company gives the Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Purchaser an amount equal to the Purchaser's base salary on the date of the termination of his employment. Such amount shall be paid in installments in a manner consistent with the then current salary payment policies of the Company. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise.
(b) The Purchaser will not disclose or use at any time any Confidential Information (as defined below) of which the Purchaser is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Purchaser's performance of duties, if any, assigned to the Purchaser by the Company. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentat...
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Optionee, the Optionee hereby agrees that effective as of the Grant Date, for so long as the Optionee is employed by the Company or any of its affiliates and for a period of two years thereafter (the "Noncompete Period"), the Optionee shall not at any time in any capacity, directly or indirectly, do any of the following: (i) provide any management, consulting, financial, administrative or other services to any Competing Organization (as defined below), including without limitation, participating directly or indirectly as an officer, director, stockholder, member, operator, sole proprietor, independent contractor, consultant, franchisor, franchisee, owner, employee, agent, representative or partner of, or having any direct or indirect financial interest (including, without limitation, the interest of a creditor) in, any "Competing Organization" or (ii) permit the Optionee's name to be used by any Competing Organization. "Competing Organization" shall include any person, organization, business or other enterprise (x) located or doing business within the [INSERT AREA IN WHICH THE APPLICABLE SUBSIDIARY CONDUCTS BUSINESS] (the "Geographic Area"), and (y) currently engaged in, or about to become engaged in, a business identical to or similar to the business of the Company or any of its affiliates, including without limitation, the provision of the following services and/or products: enteral nutrition services and products, parenteral services and products, infusion therapy services and products, wound care management services and products, urological services and products, ostomy services and products, and pharmacy or pharamaceutical services and products.
