Common use of Covenant Not to Compete; Confidential Information Clause in Contracts

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 such enterprise as a consultant, licensor of technology or otherwise.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser'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 six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such 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 such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with KKR Partners II, L.P. ("Partners II")) and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of rims or wheels for vehicles or of any other product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with Partners II) on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries Subsidiaries or Affiliates (but not entities which are Affiliates solely by reason of their relationship with Partners II) is doing business other than through the Management StockholderPurchaser'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 Subsidiaries 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 employmentAffiliates. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of following the termination of the Management StockholderPurchaser's employment, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary of such date of termination, the Company pays the Management Stockholder Purchaser, in installments consistent with the Company's then current salary payment policies, an amount equal to 50% of the Management StockholderPurchaser'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 an enterprise, whether as an owner, stockholder, partner, member, joint venturer of otherwise, and shall include any direct or indirect participation in such an enterprise as a consultant, licensor of technology or otherwise. Nothing herein will prevent the Purchaser from, at any time, owning in the aggregate not more than 1% of the outstanding stock of any publicly traded class of stock of a corporation.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Datedate hereof, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product or service produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser'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 six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such 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 such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderPurchaser, the Management Stockholder Purchaser hereby agrees effective as of the Base Purchase Date, for so long as the Management Stockholder Purchaser is employed by the Company or one of its subsidiaries and (x) in the event of termination or resignation for any reason other than a termination by the Company without Cause or a resignation by the Purchaser for Good Reason, for a period of one year six months thereafter or (y) in the event of termination by the Company without Cause or resignation by the Purchaser for Good Reason, for the shorter of (A) a period of six months thereafter and (B) the period during which the Company pays the Purchaser severance pay (the period in either (x) or (y), as applicable, being the "Initial Noncompete Period"), the Management Stockholder Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, sold or distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Initial Noncompete Period or during any extension thereof anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management StockholderPurchaser'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 six month period if (i) within nine three months of the termination of the Management StockholderPurchaser's employmentemployment or if the Initial Noncompete Period is shorter than three months, at any time prior to the end of the Initial Noncompete Period, the Company gives the Management Stockholder Purchaser notice of such extension and (ii) beginning with the first anniversary business day following the end of such terminationthe Initial Noncompete Period, the Company pays the Management Stockholder an amount Purchaser during such extension at a rate equal to 50% the rate of the Management StockholderPurchaser's base salary on the date of the termination of his the Purchaser's employment. Each Such 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 such enterprise as a consultant, licensor of technology or otherwise, but shall not include any purchase of less 5% of the stock of a publicly traded company.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company granting Options to the Management Stockholder and 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 ’s employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's ’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 ’s base salary on the date of the termination of the Management Stockholder's ’s employment. At the Company's ’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 ’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 ’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 such enterprise as a consultant, licensor of technology or otherwise.

Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management StockholderManager, the Management Stockholder Manager hereby agrees effective as of the Base Dateagrees, for so long as the Management Stockholder Manager is employed by the Company or one of its subsidiaries Affiliates and for a period of one year thereafter six (6) months after the date of termination of the Manager's employment (the "Noncompete Period"), that the Management Stockholder Manager shall not, not (i) directly or indirectly, engage as an employee, agent, manager, director, officer, stockholder, partner or otherwise, own, manage, operate, control, be employed by, participate in or be connected in any manner whatsoever with the productionownership, sale management, operation or distribution control of any product producedbusiness in competition with the principal business activities in which the Company is engaged, soldor has material plans to engage in, distributed at the time of the termination of the manager's employment, (ii) solicit from any company, or any division, department or subsidiary of any company, or any individual employed by any of the foregoing, any business relating to services similar to the services which is in development were performed by the Company relating to the Company's principal business activities, its joint venturers or affiliates for such company during the Manager's employment by the Company or its subsidiaries on the date hereof Affiliates or during the Noncompete Period anywhere in the world in which the Company (iii) request or its subsidiaries is doing cause any company to cancel or terminate any business other than through the Management Stockholder's employment relationship with the Company Company, its joint venturers or affiliates, or directly or indirectly solicit or otherwise cause any of employee to terminate such employee's relationship with the Company, its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason joint venturers 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 employmentaffiliates. At the Company's option, the Noncompete Period may be extended for an additional three (3) month period (the "Noncompete Extension Period") if within one year period if (i) within nine months month of the termination of the Management Stockholder's employment, Noncompete Period the Company gives the Management Stockholder Manager notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder Manager an amount equal to 50% of one-fourth the Management StockholderManager's annual base salary on as of the date of the termination of his employment. Each Such 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 . At the Company electsCompany's option, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(aNoncompete Extension Period may be extended for an additional three (3) (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 month period pursuant to the Management Stockholderprovisions of the two preceding sentences. For purposes of this AgreementSection 23, "principal business activities" of the phrase "directly Company shall mean those business activities of the Company pursuant to which the Company has derived during the preceding twelve month period, or indirectly engage in" shall include any direct reasonably expects to derive within twelve months of the termination of the Manager's employment, ten percent (10%) or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer more of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwiseits consolidated revenues.