Common use of Covenant Not to Compete; Nonsolicitation Clause in Contracts

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time after the Period of Employment as the Company is making severance payments to the Executive, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employment; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the Executive, at his sole discretion, may, by written notice to the Company, terminate the Company’s obligation to make severance payments to the Executive, and upon the termination of such payments, the Executive’s non-competition obligations pursuant to this Section 4 shall terminate. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time after the Period of Employment as the Company is making severance payments to the Executive, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employment; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the Executive, at his sole discretion, may, by written notice to the Company, terminate the Company’s 's obligation to make severance payments to the Executive, and upon the termination of such payments, the Executive’s 's non-competition obligations pursuant to this Section 4 shall terminate. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of one year after the termination of the Period of Employment as the Company is making severance payments to the ExecutiveEmployment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the ExecutiveCompany, at his its sole discretion, may, by written notice to the CompanyExecutive no more than six (6) months and no less than three (3) months prior to the end of the two-year period described above, terminate extend such two-year period for a third year, in which case the Company’s obligation Company will be obligated to make severance payments to pay the Executive, and upon quarterly in advance, at the termination rate of such payments, the Executive’s base salary in effect on the last day of the Period of Employment, for such additional one-year non-competition obligations pursuant to this Section 4 shall terminatecompete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of one year after the termination of the Period of Employment as the Company is making severance payments to the ExecutiveEmployment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the ExecutiveCompany, at his its sole discretion, may, by written notice to the CompanyExecutive no more than six (6) months and no less than three (3) months prior to the end of the one-year period described above, terminate extend such one-year period for a second year, in which case the Company’s obligation Company will be obligated to make severance payments to pay the Executive, and upon quarterly in advance, at the termination rate of such payments, the Executive’s 's base salary in effect on the last day of the Period of Employment, for such additional one-year non-competition obligations pursuant to this Section 4 shall terminatecompete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of one year after the termination of the Period of Employment as the Company is making severance payments to the ExecutiveEmployment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the ExecutiveCompany, at his its sole discretion, may, by written notice to the CompanyExecutive no more than six (6) months and no less than three (3) months prior to the end of the two-year period described above, terminate extend such two-year period for a third year, in which case the Company’s obligation Company will be obligated to make severance payments to pay the Executive, and upon quarterly in advance, at the termination rate of such payments, the Executive’s 's base salary in effect on the last day of the Period of Employment, for such additional one-year non-competition obligations pursuant to this Section 4 shall terminatecompete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of one year after the termination of the Period of Employment as the Company is making severance payments to the ExecutiveEmployment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the -------- ------- Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the ExecutiveCompany, at his its sole discretion, may, by written notice to the CompanyExecutive no more than six (6) months and no less than three (3) months prior to the end of the two-year period described above, terminate extend such two-year period for a third year, in which case the Company’s obligation Company will be obligated to make severance payments to pay the Executive, and upon quarterly in advance, at the termination rate of such payments, the Executive’s 's base salary in effect on the last day of the Period of Employment, for such additional one-year non-competition obligations pursuant to this Section 4 shall terminatecompete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of six months after the termination of the Period of Employment as the Company is making Employment, or such longer period to match any period of severance payments payable pursuant to Sections 2 and 8 to the Executive, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the Executive, at his sole discretion, may, by written notice to the Company, terminate the Company’s obligation to make severance payments to the Executive, and upon the termination of such payments, the Executive’s non-competition obligations pursuant to this Section 4 shall terminate. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such time a period of two years after the termination of the Period of Employment as the Company is making severance payments to the ExecutiveEmployment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the Period of Employmenttermination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the ExecutiveCompany, at his its sole discretion, may, by written notice to the CompanyExecutive no more than six (6) months and no less than three (3) months prior to the end of the two-year period described above, terminate extend such two-year period for a third year, in which case the Company’s obligation Company will be obligated to make severance payments to pay the Executive, and upon quarterly in advance, at the termination rate of such payments, the Executive’s 's base salary in effect on the last day of the Period of Employment, for such additional one-year non-competition obligations pursuant to this Section 4 shall terminatecompete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.