Common use of Covenant Not to Compete or Solicit Clause in Contracts

Covenant Not to Compete or Solicit. So long as the Executive is ---------------------------------- employed by the Corporation, the Executive shall not offer or sell any products or services that compete in any market with the business of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"), nor shall he render services to any firm, person or corporation so competing with VCI, nor shall he have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, provided, however, that ownership of 5 percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing provisions of this Section 8.(b) shall apply during the Severance Period, if any, so long as the Corporation fulfills its obligations to the Executive under Section 5 and shall extend for an additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to Annual Base Salary in biweekly installments for the two years of any Mandatory Consulting and Non-Competition Period, notwithstanding the provisions of Section 5(b). So long as the Executive is employed hereunder, during any Severance Period and during any Mandatory Consulting and Non-Competition Period, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's business relationships with any of its respective customers."

Covenant Not to Compete or Solicit. So long as During the Executive is ---------------------------------- employed by the CorporationEmployment Period, the Executive shall not offer or sell any products or services that compete for sales promotion dollars in any market with the business businesses of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI")Corporation, nor shall he render services to any firm, person or corporation so competing with VCIthe Corporation, nor shall he have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, the Corporation; provided, however, that ownership of 5 five percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing Corporation, at its sole option and in its sole discretion, may choose to subject the Executive to additional non-competition and non-solicitation provisions for up to two additional years (which may be exercised in separate one year periods) after the end of the Employment Period (or up to two additional years after the Date of Termination in the event of the termination of this Section 8.(bAgreement prior to the end of the Employment Period) shall apply during the Severance Period, if any, so long as the Corporation fulfills its obligations shall pay to the Executive under Section 5 and shall extend for with respect to each such additional year as to which it has exercised its option an additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of amount equal to the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to then Annual Base Salary in biweekly installments for during such year. The first year of such extension shall be exercised (if at all) at the two years option of any Mandatory Consulting and Non-Competition the Corporation upon written notice to the Executive not later than 60 days prior to the end of the Employment Period (or within ten business days after the Date of Termination in the event of the termination of this Agreement prior to the end of the Employment Period, notwithstanding ). The second year of such extension shall be exercised (if at all) at the provisions option of Section 5(b)the Corporation upon written notice to the Executive not later than 60 days prior to the end of the exercised first year of such extension. So long as the Executive is employed hereunder, during and for any Severance Period and during any Mandatory Consulting and Non-Competition Periodadditional period of time described in the preceding sentences of this Section 7(b), the Executive shall not, directly or indirectly, (i) solicit any employee of VCI the Corporation or of any of its affiliated companies with a view to inducing or encouraging such employee to leave the employ of VCI the Corporation or any of its affiliated companies for the purpose of being hired by the Executive or Executive, any employer affiliated with the Executive; Executive or any other organization, or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCIthe Corporation's or its affiliated companies business relationships relationship with any of its respective customers."

Covenant Not to Compete or Solicit. So long as During the Executive is ---------------------------------- employed by the CorporationEmployment Period, the Executive shall not offer or sell any products or services that compete in any market with the business businesses of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"), nor shall he she render services to any firm, person or corporation so competing with VCI, nor shall he she have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, ; provided, however, that ownership of 5 five percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing provisions of this Section 8.(b) shall apply during the Severance PeriodCorporation, if anyat its sole option and in its sole discretion, so long as the Corporation fulfills its obligations may choose to subject the Executive under Section 5 to additional non-competition and shall extend non-solicitation restrictions, for an up to two additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to Employment Period so long as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation VCI shall pay an amount to the Executive with respect to each year as to which it has exercised its option an amount equal to the Executive’s then Annual Base Salary in biweekly installments for during such year. The first year of such extension shall be exercised at the two years option of any Mandatory Consulting and Non-Competition VCI upon written notice to the Executive not later than 60 days prior to the end of the Employment Period, notwithstanding . The second year of such extension shall be exercised at the provisions option of Section 5(b)VCI upon written notice to the Executive not later than 60 days prior to the end of the exercised first year of such extension. So long as the Executive is employed hereunder, during and for any Severance Period and during any Mandatory Consulting and Non-Competition Periodadditional period of time described in the preceding sentences, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; Executive or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's ’s business relationships relationship with any of its respective customers. For purposes of this Section 7(b), all references to VCI shall include VCI and all affiliated companies."

Covenant Not to Compete or Solicit. So long as During the Executive is ---------------------------------- employed by the CorporationEmployment Period, the Executive shall not offer or sell any products or services that compete for sales promotion dollars in any market with the business businesses of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI")Corporation, nor shall he she render services to any firm, person or corporation so competing with VCIthe Corporation, nor shall he she have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, the Corporation; provided, however, that ownership of 5 five percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing Corporation, at its sole option and in its sole discretion, may choose to subject the Executive to additional non-competition and non-solicitation provisions for up to two additional years (which may be exercised in separate one year periods) after the end of the Employment Period (or up to two additional years after the Date of Termination in the event of the termination of this Section 8.(bAgreement prior to the end of the Employment Period) shall apply during the Severance Period, if any, so long as the Corporation fulfills its obligations shall pay to the Executive under Section 5 and shall extend for with respect to each such additional year as to which it has exercised its option an additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of amount equal to the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to then Annual Base Salary in biweekly installments for during such year. The first year of such extension shall be exercised (if at all) at the two years option of any Mandatory Consulting and Non-Competition the Corporation upon written notice to the Executive not later than 60 days prior to the end of the Employment Period (or within ten business days after the Date of Termination in the event of the termination of this Agreement prior to the end of the Employment Period, notwithstanding ). The second year of such extension shall be exercised (if at all) at the provisions option of Section 5(b)the Corporation upon written notice to the Executive not later than 60 days prior to the end of the exercised first year of such extension. So long as the Executive is employed hereunder, during and for any Severance Period and during any Mandatory Consulting and Non-Competition Periodadditional period of time described in the preceding sentences of this Section 7(b), the Executive shall not, directly or indirectly, (i) solicit any employee of VCI the Corporation or of any of its affiliated companies with a view to inducing or encouraging such employee to leave the employ of VCI the Corporation or any of its affiliated companies for the purpose of being hired by the Executive or Executive, any employer affiliated with the Executive; Executive or any other organization, or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCIthe Corporation's or its affiliated companies business relationships relationship with any of its respective customers."

Covenant Not to Compete or Solicit. So long as the Executive is ---------------------------------- employed by the Corporation, the Executive shall not offer or sell any products or services that compete in any market with the business of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"), nor shall he render services to any firm, person or corporation so competing with VCI, nor shall he have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, provided, however, that ownership of 5 percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing provisions of this Section 8.(b8(b) shall apply during the Severance Period, if any, so long as the Corporation fulfills its obligations to the Executive under Section 5 and shall extend for an additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to Annual Base Salary in biweekly installments for the two years of any Mandatory Consulting and Non-Competition Period, notwithstanding the provisions of Section 5(b). So long as the Executive is employed hereunder, during any Severance Period and during any Mandatory Consulting and Non-Competition Period, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's business relationships with any of its respective customers."

Covenant Not to Compete or Solicit. So long as the Executive is ---------------------------------- employed by the Corporation, the Executive shall not offer or sell any products or services that compete in any market with the business of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"), nor shall he render services to any firm, person or corporation so competing with VCI, nor shall he have any interest, direct or indirect, in any business that is so competing with the businesses of VCI, provided, however, that ownership of 5 percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing provisions of this Section 8.(b8(b) shall apply during the Severance Period, if any, so long as the Corporation fulfills its obligations to the Executive under Section 5 and shall extend for an additional period of two seven years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two seven years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two seven year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to Annual Base Salary in biweekly installments for during each of the two first three years of any Mandatory Consulting Non-Competition Period and an amount equal to one-half of Annual Base Salary during each of the last four years of any Mandatory Non-Competition Period, notwithstanding the provisions of Section 5(b). So long as the Executive is employed hereunder, during hereunder and for any Severance Period and during any Mandatory Consulting and Non-Competition Periodadditional period of time described in the preceding sentences, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's business relationships with any of its respective customers."

Covenant Not to Compete or Solicit. So long During the time Buyer employs Stockholder as a consultant and for a period of two (2) years thereafter (the Executive is ---------------------------------- employed by the Corporation, the Executive shall not offer or sell any products or services that compete in any market with the business of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"“Noncompetition Period”), neither the Seller nor shall he render services to any firm, person the Stockholder will engage directly or corporation so competing with VCI, nor shall he have any interest, direct or indirect, indirectly in any business that is so competing directly competitive with the businesses of VCI, Business in the United States; provided, however, that ownership no owner of 5 percent or less than 5% of the outstanding stock of any class publicly-traded corporation shall be deemed to engage solely by reason thereof in any of debt its businesses. During the Noncompetition Period, neither the Seller nor the Stockholder shall induce or equity securities attempt to induce any customer, or supplier of the Buyer or any affiliate of the Buyer to terminate its relationship with the Buyer or any affiliate of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as are provided to or purchased from the Business which are publicly traded securities shall not be a violation might harm the Buyer or any affiliate of this covenantthe Buyer. The foregoing provisions During the Noncompetition Period, neither the Seller nor the Stockholder shall, on behalf of any entity other than the Buyer or an affiliate of the Buyer, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding 12 months, an employee or officer of the Buyer or an affiliate of the Buyer. For purposes of this Section 8.(b) 4.4, an affiliate of the Buyer shall apply during refer to a person or entity, the Severance Periodidentity of which is known to Seller or the Stockholder as an affiliate of the Buyer, if any, so long and which is in the same business as the Corporation fulfills its obligations Business. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.4 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the Executive under 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. Notwithstanding the foregoing, neither the Seller nor the Stockholder shall be required to comply with this Section 5 4.4 at any time that the Buyer is in material breach of this Agreement or any of the other Transaction Documents; provided that the Seller and shall extend for an additional the Stockholder provide the Buyer with written notice of such material breach and a thirty (30) day opportunity to cure such material breach or such period of two years after the end of time as may be specifically provided in any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation shall pay an amount to the Executive equal to Annual Base Salary in biweekly installments for the two years of any Mandatory Consulting and Non-Competition Period, notwithstanding the provisions of Section 5(b). So long as the Executive is employed hereunder, during any Severance Period and during any Mandatory Consulting and Non-Competition Period, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's business relationships with any of its respective customersTransaction Documents."

Covenant Not to Compete or Solicit. So long as During the Executive is ---------------------------------- employed by the CorporationEmployment Period, the Executive shall not offer or sell any products or services that compete for sales promotion dollars in any market with the business of VCI, including its subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position (collectively, "VCI"), nor shall he render services to any firm, person or corporation so competing with VCI, nor shall he have any interest, direct or indirect, in any business that is so competing with the businesses business of VCI, provided, however, that ownership of 5 percent per cent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this covenant. The foregoing provisions of this Section 8.(b7.(b) shall apply during be extended at the Severance Period, if any, so long as the Corporation fulfills its obligations option of VCI for up to the Executive under Section 5 and shall extend for an two additional period of two years after the end of any Severance Period, or, if there is no Severance Period, for an additional period of two years after termination of the Executive's employment for any reason, other than disability or death, and whether the termination is by the Corporation or by the Executive (any such two year period being referred to Employment Period so long as the "Mandatory Consulting and Non-Competition Period"). During any Severance Period and any Mandatory Consulting and Non-Competition Period, the Executive shall be available to furnish advisory and consulting services to the Corporation, including any subsidiaries, affiliated corporations and businesses in which the Corporation has a minority position, for the equivalent of two full business days per month. The Corporation VCI shall pay an amount to the Executive with respect to each year as to which it has exercised its option an amount equal to Annual Base Salary in biweekly installments for during such year. The first year of such extension shall be exercised at the two years option of any Mandatory Consulting and Non-Competition VCI upon written notice to the Executive not later than 60 days prior to the end of the Employment Period, notwithstanding . The second year of such extension shall be exercised at the provisions option of Section 5(b)VCI upon written notice to the Executive no later than 60 days prior to the end of the exercised first year of such extension. So long as the Executive is as employed hereunder, during and for any Severance Period and during any Mandatory Consulting and Non-Competition Periodadditional period of time described in the preceding sentences, the Executive shall not, directly or indirectly, (i) solicit any employee of VCI with a view to inducing or encouraging such employee to leave the employ of VCI for the purpose of being hired by the Executive or any employer affiliated with the Executive; or (ii) solicit, take away, attempt to take away, or otherwise interfere with VCI's business relationships relationship with any of its respective customers." 8. All other terms of the Employment Agreement and the Option Agreement shall remain in full force and effect. 9. This instrument, together with the Employment Agreement and the Option Agreement, contains the entire agreement of the parties with respect to the subject matter hereof. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The amendments to the Employment Agreement and the Option Agreement contained in this Amendment shall be effective from and after January 1, 1996.