Detrimental Activities. If the Employee engages in any activity that violates any covenant or restriction contained in this Section 7, in addition to any other remedy the Company may have at law or in equity, (i) the Employee will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law, (ii) all unexercised Unit options, restricted Units and other forms of equity compensation held by or credited to the Employee will terminate effective as of the date on which the Employee engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements, and (iii) any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year prior to the date on which the Employee engages in that activity may be rescinded within one year after the first date that a majority of the members of the Board first became aware that the Employee engaged in that activity. In the event of any such rescission, the Employee will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and conditions as may be required.
Detrimental Activities. If the Employee engages in any activity that violates any covenant or restriction contained in this Section 7, in addition to any other remedy the Company may have at law or in equity, (i) the Employee will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law; (ii) all forms of equity compensation held by or credited to the Employee will terminate effective as of the date on which the Employee engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements; and (iii) any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year prior to the date on which the Employee engages in that activity may be rescinded within one year after the first date that any member of the Board first became aware that the Employee engaged in that activity. In the event of any such rescission, the Employee will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery (after deducting the Employee’s actual income tax liability incurred with respect to such gain or payment), in such manner and on such terms and condition as may be required. Notwithstanding any provision of this Agreement to the contrary, if the Employee disputes whether Employee has violated any covenant or restriction contained in Section 7, and such dispute has been adjudicated to a final decision pursuant to Section 8.5 in the Employee’s favor, the Company will pay to the Employee all amounts withheld or clawed back pursuant to this Section 7.11 to the extent ordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Employee within 60 days after being notified of the Company’s decision affecting the Employee under this Section 7.11.
Detrimental Activities. If Brookman engages in any activity that violates any covenant or restriction contained in this Section 6, in addition to any other remedy the Company may have at law or in equity, (A) Bxxxxxxx will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law, (B) all unexercised stock options, restricted stock and other forms of equity compensation held by or credited to Bxxxxxxx will terminate effective as of the date on which Brookman engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements, and (C) any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year prior to the date on which Brookman engages in that activity may be rescinded within one year after the first date that a majority of the members of the Board first became aware that Brookman engaged in that activity. In the event of any such rescission, Bxxxxxxx will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and conditions as may be required.
Detrimental Activities. (a) The Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict this Option at any time if Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, or if Optionee engages in any “Detrimental Activity”. For purposes of this Agreement, “Detrimental Activity” includes: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization of business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to in conflict with the interests of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material relating to the business of the Company, acquired by the Optionee either during or after employment with the Company; (iii) activity that results in termination of Optionee’s employment for cause; (iv) a violation of any rules, policies, procedures or guidelines of the Company, including, but not limited to, the Company’s Code of Conduct; (v) any attempt, directly or indirectly, to induce any employee of the Company to be employed or perform services elsewhere or any attempt, directly or indirectly, to solicit the trade or business of any current or prospective customer, supplier or partner of the Company or (vi) any other conduct or act determined by the Board of Directors to be injurious, detrimental or prejudicial to any interest of the Company.
(b) Upon exercise of this Option, Optionee, if requested by the Company, shall certify in a manner acceptable to the Company that Optionee is in compliance with the terms and conditions of the Plan.
(c) In the event Optionee fails to comply with the provisions of (i)-(vi) of Section 8(a) prior to, or during the six months after, any exercise of this Option, such exercise may be rescinded within two years thereafter. In the event of any such rescission, Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, in such manner and on such terms and conditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any amount owned to Optionee by the Company.
Detrimental Activities. (a) If, at any time within (i) 12 months after Optionee ceases to remain in Service, or (ii) within 12 months after Optionee exercises any portion of this option, whichever is the latest, Optionee engages in any Detrimental Activity (as defined below) then (A) this option shall terminate effective immediately, unless terminated sooner by operation of another term or condition of this option or the Plan, and shall cease to be outstanding, and (B) the Corporation may rescind any exercise of this option, in which case Optionee shall pay to the Corporation the amount of any Option Gain (as defined below) realized or payment received as a result of the rescinded exercise.
(b) For purposes of this Agreement: “Detrimental Activity” includes: (1) engaging or participating, directly or indirectly, in any business that is in competition with or adverse to the business of the Corporation in any manner whatsoever; (2) soliciting or otherwise inducing the Corporation’s employees to leave the Corporation’s business or employ; or (3) any other act of Misconduct (as such term is defined in the Plan); and “Option Gain” means an amount equal to the gain represented by the Fair Market Value of the Common Stock on the Exercise Date over the Exercise Price, multiplied by the number of Option Shares purchased in such exercise, without regard to any subsequent decrease or increase in the Fair Market Value of the Option Shares.
Detrimental Activities. If Brookman engages in any activity that violates any covenant or restriction contained in this Section 6, in addition to any other remedy the Company may have at law or in equity, (A) Xxxxxxxx will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law, (B) all unexercised stock options, restricted stock and other forms of equity compensation held by or credited to Xxxxxxxx will terminate effective as of the date on which Brookman engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements, and (C) any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year prior to the date on which Brookman engages in that activity may be rescinded within one year after the first date that a majority of the members of the Board first became aware that Brookman engaged in that activity. In the event of any such rescission, Xxxxxxxx will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and conditions as may be required.
Detrimental Activities. (a) The Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict the Option at any time upon a determination by the Committee that the Participant is not in compliance with all applicable provisions of this Award Agreement and the Plan or that the Participant engaged in Detrimental Activity. “Detrimental Activity” shall include: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company or any Affiliate, or which organization of business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to in conflict with the interests of the Company or any Affiliate; (ii) the disclosure to anyone outside the Company or any of its Affiliates, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material relating to the business of the Company or any of its Affiliates, acquired by the Participant either during or after employment with the Company or an Affiliate; (iii) activity that results in termination of the Participant’s employment for Cause; (iv) a violation of any rules, policies, procedures or guidelines of the Company or an Affiliate, including, but not limited to, the Company’s Code of Business Conduct and Ethics; (v) any attempt, directly or indirectly, to induce any employee of the Company or any Affiliate to be employed or perform services elsewhere or any attempt, directly or indirectly, to solicit the trade or business of any current or prospective customer, supplier or partner of the Company or any Affiliate; or (vi) any other conduct or act determined by the Board to be injurious, detrimental or prejudicial to any interest of the Company or any Affiliate.
Detrimental Activities. (a) Each of the Members (each, a "Disclosing Party") hereby agrees that during the Term of the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information relating to the Company and its subsidiaries ("Confidential Information") except pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the other parties hereto which expressly provides that the other parties hereto shall be a beneficiary thereof (a "Confidentiality Agreement"). The foregoing restriction on disclosure of Confidential Information shall not apply to (i) information which is or becomes part of the public domain through no fault or breach of the Disclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iii) information received by the Disclosing Party from a third party; provided that the Disclosing Party, after reasonable inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided that the Disclosing Party shall give the Company timely notice of the service of the subpoena or other process so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 12.04(b) or under any Confidentiality Agreement; and (vi) information which is required or advisable to be disclosed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, a Disclosing Party shall be permitted to disclose Confidential Information to its directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its "Disclosing Party Representatives") if the Disclosing Party informs its Disclosing Party Representatives of the confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 12.04(b) and not to disclose such Confidential Informati...
Detrimental Activities. (a) Solicitation, Recruiting or Hiring of Employees. Each of Marathon, USX and Ashland hereby agrees that during the Term of the Company, without the consent of each of the Members, it shall not, and it shall cause its Affiliates not to, solicit, recruit or hire any employee of the Company or any of its subsidiaries (other than solicitations that are directed at the public in general in publications available to the public in general) if:
(i) such employee is an Executive Officer or the officer principally in charge of environmental health and safety and human resources, unless, subject to clauses (iii) and (iv) below, such solicitation, recruitment or hiring is consented to in advance by Ashland (in the case of a solicitation, recruitment or hiring by Marathon, USX or any of their respective Affiliates) or by Marathon (in the case of a solicitation, recruitment or hiring by Ashland or any of its Affiliates), which consent shall not be unreasonably withheld;
(ii) such employee reports directly to (A) an Executive Officer or the officer principally in charge of environmental health and safety and human resources(a “Senior Employee”) or (B) a Senior Employee (a “Mid-Level Employee”), unless, subject to clauses (iii) and (iv) below, at the time of such solicitation, recruitment or hiring, the total number of Senior Employees and Mid-Level Employees that have been hired by Marathon, USX, Ashland and their respective Affiliates during the then preceding twenty- four months is less than 10% of the total number of Senior Employees and Mid-Level Employees employed by the Company at the time Marathon, USX, Ashland or an Affiliate thereof wishes to solicit, recruit or hire such Senior Employee or Mid-Level Employee (based on the average number of Senior Employees and Mid-Level Employees employed by the Company during such twenty-four-month period);
(iii) the hiring of such employee, when considered together with all other employees hired by Marathon, USX, Ashland and their respective Affiliates during the then preceding twenty-four months, would have or would reasonably be expected to have, a significant detrimental impact on the department of the Company in which such employee is then working; or
(iv) such employee is being solicited, recruited or hired for a position in a Competitive Business of such person or such person’s Affiliates. Notwithstanding the foregoing, the employees of the Company shall not be required to accept any job offer by Marathon, USX, Ashlan...
Detrimental Activities. Activities detrimental to water quality and conservation, flood water attenuation, erosion control, soil conservation, or fish and wildlife habitat, unless otherwise provided in this Easement, are prohibited. However, this prohibition shall not apply to agreed upon environmental practices and standards for maintenance and operation of the Golf Course, as described in Article VII herein. Natural resources may not be harvested for commercial purposes, except with Grantee’s approval, and in Xxxxxxx’s sole and independent discretion.
