Employee Covenants. Employee agrees and covenants:
(A) to treat all Confidential Information as strictly confidential;
(B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the Business and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of any of Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and
(C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Company except as required in the performance any of the Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Employee understands and acknowledges that Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue during and after Employee’s employment by Company until the Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or a breach by those acting in concert with Employee or on Employee’s behalf.
Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the attached Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the attached Agreement, as follows:
Employee Covenants. (a) For the purposes of this Section 11, the term “Company” shall include Limited Brands, Inc. and all of its subsidiaries and affiliates thereof.
Employee Covenants. As a condition of employment, you will be required to sign on or before the Effective Date, without changing, the Company’s form of Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential Disclosure Agreement”). By accepting the offer set forth in this letter agreement, you agree that you will not bring with you to the Company, or use in any way during your employment with the Company, any confidential information, trade secrets or proprietary materials or processes of any former employer, entity or individual for which you have performed services. You further confirm that by accepting the offer set forth in this letter agreement and performing your job duties with the Company, you will not breach any contract, agreement or other instrument to which you are a party or are bound.
Employee Covenants. You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days from the occurrence of such Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 3(b) hereof.
Employee Covenants. You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. Therefore, in consideration for (a) the cash-out of outstanding Company stock options that you hold as of the Closing and (b) the Retention Bonus granted under this letter agreement, you agree to remain to be bound by the Company’s Proprietary Information Agreement, Arbitration Agreement and Invention Assignment, in accordance with their terms in effect on the date hereof.
Employee Covenants. (a) For the purposes of this Section 10, the term “Company” shall include Express, LLC, and all of its subsidiaries, parent companies and affiliates thereof.
Employee Covenants. You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential information of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. Therefore, (a) as a condition to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement and (b) in consideration for the opportunity to receive the Retention Bonus granted under this letter agreement, you agree to remain bound by the confidentiality, non-solicitation and non-competition agreements between you and the Company, including the provisions set forth in the NDA (collectively, the “Restrictive Covenant Agreements”).
Employee Covenants. For a period of twelve (12) months following the Closing Date, Purchaser shall provide, or shall cause to be provided, (a) to each Continuing Employee his or her base salary, base wages and commissions that are comparable to what is provided or made available to such Continuing Employee immediately prior to the Closing Date, and (b) Plans, programs, policies, and arrangements for Continuing Employees that are comparable in the aggregate as those provided under the applicable Plans, programs, policies, and arrangements of the Company and of the Purchaser in effect on the Closing Date for a period of twelve (12) months following the closing or until such time the Continuing Employee’s employment with Company terminates, whichever is sooner. Continuing Employees shall be deemed to have the same length of service for purposes of eligibility, vesting, and benefit accrual under each Plan, program, policy, or arrangement of the Purchaser or any of its Subsidiaries or Affiliates as such Continuing Employee had with the Company on the day immediately prior to the Closing Date. In addition, Purchaser shall provide, or cause to be provided, each Continuing Employee whose employment terminates without cause during the six (6) month period following the Closing Date with severance benefits required under applicable law. For purposes of this section, “Continuing Employees” means each person who is an employee of the Company on the day immediately prior to the Closing Date and who remains employed at the time of Closing. Notwithstanding the foregoing, any severance obligations accruing prior to the Closing shall remain obligations of Sellers and shall not transfer to Purchaser. Moreover, all change of control payment obligations, if any, with respect to the Transactions (including those severance and change of control obligations to Company’s CEO), shall be payable solely by Sellers. Notwithstanding the foregoing, the employment of each Continuing Employee is terminable by the Company at will.
Employee Covenants. Employee covenants and agrees to be bound by the terms of the Non-Competition and Confidentiality provisions set forth in paragraph 2, below.
