Employee’s Acknowledgments. Employee acknowledges that he is executing this Agreement voluntarily and without duress or undue influence by the Company or anyone else and that Employee has carefully read this Agreement and fully understands the terms, consequences, and binding effect of this Agreement.
Employee’s Acknowledgments. The Employee acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Employee’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Xxxx and Xxxx LLP is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Employee.
Employee’s Acknowledgments. Employee acknowledges that: (a) in the course of Employee's employment by the Company, Employee will acquire information concerning the Company's sales, sales volume, sales methods, sales proposals, customers and prospective customers, identity of key personnel in the employ of customers and prospective customers, amount or kind of customer's purchases from the Company, the Company's recruiting method and practices, computer programs, system documentation, special hardware, product hardware, related software development, manuals, formulae, processes, methods and other confidential or proprietary information belonging to the Company relating to the Company's affairs (collectively referred to herein as the "Confidential Information"); (b) the Confidential Information is the property of the Company; (c) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company; and (d) it is essential for the protection of the Company's goodwill and to the maintenance of the Company's competitive position that the Confidential Information be kept secret and that Employee not disclose the Confidential Information to others or use the Confidential Information to Employee's own advantage or the advantage of others. Employee further acknowledges that it is essential for the proper protection of the business of the Company that Employee be restrained (a) from soliciting or inducing any employee of the Company to leave the employ of the Company, (b) from soliciting the trade of or trading with the customers of the Company for a competitive purpose and (c) from competing against the Company for a reasonable period of time following termination of Employee's employment by the Company.
Employee’s Acknowledgments. The Employee hereby acknowledges that:
(a) All reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 within the last 12 months have been made available to the Employee for his inspection.
(b) If he exercises the Option, he may have to bear the economic risk of the investment in the Option Shares for an indefinite period of time because the Option Shares may not have been registered under the Act and cannot be sold by him unless they are registered under the Act or an exemption therefrom is available thereunder.
(c) In his dealings with the Company, he has had both the opportunity to ask questions of and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to subparagraph (a) above.
(d) The Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the Act or an exemption therefrom.
(e) In the absence of registration under the Act, the certificates evidencing the Option Shares shall bear the following legend: "The Shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."
Employee’s Acknowledgments. (a) The Employee understands and acknowledges that because of the confidential and sensitive nature of the information to which the Employee will have access during the course of his employment with the Company, any unauthorized use, disclosure or misappropriation of such information will cause irreparable damage to the Company.
(b) The Employee acknowledges that the Company has expended considerable resources to develop the confidential information and the relationships that the Company enjoys with its customers, suppliers, employees, officers and other agents, and these assets of the Company are critical to the business of the Company. The Employee agrees that the restrictions set forth below are necessary to prevent even the inadvertent disclosure of this confidential information or the interference with these relationships and to protect the legitimate business interests of the Company and are reasonable in scope and content.
Employee’s Acknowledgments. By executing and delivering this Release, Employee expressly acknowledges that:
(a) Employee has carefully read this Release and has had sufficient time (and at least [21] [45] days) to consider this Release before signing it and delivering it to the Company;
(b) Employee has been advised, and hereby is advised in writing, to discuss this Release with an attorney of Employee’s choice and Employee has had adequate opportunity to do so prior to executing this Release;
(c) Employee fully understands the final and binding effect of this Release; the only promises made to Employee to sign this Release are those stated herein; and Employee is signing this Release knowingly, voluntarily and of Employee’s own free will, and understands and agrees to each of the terms of this Release;
(d) The only matters relied upon by Employee and causing Employee to sign this Release are the provisions set forth in writing within the Employment Agreement and this Release; and
(e) Employee would not otherwise have been entitled to the Termination Benefits but for Employee’s agreement to be bound by the terms of this Release.
Employee’s Acknowledgments. By executing and delivering this Agreement, Employee expressly acknowledges that:
a. Employee has carefully read this Agreement and has had sufficient time (and at least 45 days) to consider it;
b. Employee is receiving, pursuant to this Agreement, consideration in addition to anything of value to which Employee is already entitled;
c. Employee has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Employee’s choice and Employee has had an adequate opportunity to do so prior to executing this Agreement;
d. Employee fully understands the final and binding effect of this Agreement; the only promises made to Employee to sign this Agreement are those contained herein; and Employee is signing this Agreement knowingly, voluntarily and of Employee’s own free will, and Employee understands and agrees to each of the terms of this Agreement;
e. Employee has been provided with, and attached to this Agreement as Exhibit A is, a listing of: (A) the job titles and ages of all employees selected for participation in the exit incentive program or other employment termination program pursuant to which Employee is being offered this Agreement; (B) the job titles and ages of all employees who were considered but not selected for participation in the program; and (C) information about the unit affected by the program, including any eligibility factors for such program and any time limits applicable to such program;
f. The only matters relied upon by Employee and causing Employee to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and
g. No Company Party has provided any tax or legal advice regarding this Agreement and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof.
Employee’s Acknowledgments. 14.1. Employee states and represents that he/she has carefully read this Agreement and knows the contents thereof, and that Employee has executed the same as his/her own free act and deed.
Employee’s Acknowledgments. The Employee hereby accepts this Award subject to all the terms and provisions of this Agreement. The Employee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Company upon any questions arising under this Agreement.
Employee’s Acknowledgments. Employee acknowledges and represents to the Company that: (a) he understands that he has the right to consult with an attorney, and that he has been advised by the Company to consult with an attorney, regarding the meaning and effect of this Agreement; (b) he understands that he is entitled to a period of twenty-one (21) calendar days from the date on which he receives an unsigned copy of this Agreement in which to consider whether to sign this Agreement, and that, having been advised of that entitlement, he may elect to sign this Agreement at any time prior to the expiration of that time period; (c) he has read this Agreement and understands its consequences; (d) he has determined to execute this Agreement of his own free will; (e) the amounts that the Company will pay him under this Agreement constitute fair and adequate consideration for the promises, releases and agreements made by him in this Agreement; and (f) in the absence of this Agreement, he would not be entitled to the amounts that the Company will pay him under this Agreement.
