Common use of Employees Agreements Clause in Contracts

Employees Agreements. Employee agrees that: (i) Without the consent of the Corporation, Employee will not terminate employment with the Corporation without giving 60 days prior notice to the Corporation, and during such 60-day period Employee will assist the Corporation, as and to the extent reasonably requested by the Corporation, in training the successor to Employee's position with the Corporation. The provisions of this Section 5(i) shall not apply to any termination (voluntary or involuntary) of the employment of Employee pursuant to Section 2(ii)(c) hereof. (ii) Without the consent of the Corporation or except as may be required by law, Employee will not at any time after termination of his employment with the Corporation disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation of which Employee has gained knowledge during employment with the Corporation. (iii) In the event that Employee has received any benefits from the Corporation under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employee, upon request by the Corporation: (a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 of this Agreement; and (b) Will testify as a witness on behalf of the Corporation in any legal proceedings involving the Corporation which arise out of events or circumstances that occurred or existed prior to the date that the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the Corporation. Employee shall not required to perform Employee's obligations under this Section 5(iii) if and so long as the Corporation is in default with respect to performance of any of its obligations under this Agreement.

Employees Agreements. (a) As a material inducement to the Company to enter into this Agreement, Employee agrees that: hereby irrevocably and forever releases the Company and its parent and/or related companies, subsidiaries, or affiliates, and their past, present and future officers, directors, employees, agents and attorneys (collectively “Releasees”) from any and all charges, claims, complaints, demands, liabilities, rights, obligations, promises, causes of action, costs, damages at law, expenses (including attorneys’ fees and costs actually incurred), and suits hidden, of any nature whatsoever, known or unknown, which Employee ever had, may have, or now has arising from or related to, directly or indirectly, Employee’s Employment Agreement, his employment by the Company or any other events which have occurred as of the date of this Agreement, including but not limited to any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family Medical Leave Act, the Age Discrimination in Employment Act and any and all other federal and state laws or statutes. Notwithstanding the foregoing, Employee does not release (i) Without any claims under this Agreement or under the consent Age Discrimination in Employment Act that may arise after the execution of this Agreement, or (ii) any rights that Employee may have to indemnification under applicable law or the CorporationCompany’s articles of incorporation and by-laws, or benefits under any directors and officers insurance that is or may have been in existence at or prior to the date hereof, or (iii) any vested benefits under any Company benefit plans or programs. (b) Employee will agrees not terminate to commence any legal proceeding or lawsuit against the Company or any Company Affiliate arising out of or based upon Employee’s employment with the Corporation without giving 60 days prior notice to Company or the Corporation, and during such 60-day period Employee will assist the Corporation, as and to the extent reasonably requested by the Corporation, in training the successor to end of Employee's position ’s employment with the Corporation. The provisions of Company; provided, however, this Section 5(i) shall provision does not apply to any termination (voluntary claims or involuntary) causes of the employment of Employee action not released pursuant to Section 2(ii)(c2(a) hereofabove, including without limitation any claims or causes of action accruing and based upon conduct occurring after the Effective Date of this Agreement, including, without limitation, any claims or causes with respect to Executive’s rights to payments or benefits under this Agreement. (iic) Without Employee represents and agrees that he will keep the consent terms, the amount, and the fact of the Corporation this Agreement completely confidential and he will not hereafter disclose such information to anyone except members of his family, his professional advisers (who have agreed to confidentiality obligations), or except otherwise as he may be required to do so by law. Employee further agrees that, Employee with the exception of allegations, representations, or statements made in formal legal or arbitration proceedings, he will not at engage in any time after termination conduct which is designed to disparage or has the effect of his employment with disparaging the Corporation disclose to Company or any personof its officers, corporationparent, firmsubsidiary, affiliate, or other entityrelated companies or their agents, confidential information concerning employees or representatives. Company agrees that it will not engage in any conduct which is designed to disparage or has the Corporation effect of which Employee has gained knowledge during employment with the Corporationdisparaging Employee. (iiid) In the event that the Company becomes involved in any civil or criminal litigation, administrative proceeding or governmental investigation, Employee has received any benefits from the Corporation under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employeeshall, upon request by during the Corporation:twelve-month period following the End Date, provide reasonable cooperation and assistance to the Company, including without limitation, furnishing relevant information that he remembers or is in his possession, attending meetings and providing statements and testimony; provided, however, that such cooperation and assistance does not unreasonably interfere in any subsequent employment of Employee. The Company will reimburse Employee for all reasonable and necessary costs and expenses Executive incurs in complying with this Section. (ae) Will consult with one Employee represents and warrants that he has been encouraged to seek advice from anyone of his choosing, including his attorney, accountant or more tax advisor prior to his signing it; that this Agreement represents written notice that he do so; that he has been given the opportunity and sufficient time to seek such advice; that he has carefully read and fully understands all of the executive officers concerning the business and affairs of the Corporation for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 provisions of this Agreement; andand that he is voluntarily entering into this Agreement. Employee understands that he may take up to twenty-one (21) days to consider whether or not he desires to enter into this Agreement. Employee further represents and warrants that he was not coerced, threatened or otherwise forced to sign this Agreement, and that his signature appearing hereinafter is genuine. (bf) Will testify Employee represents and acknowledges that, in executing this Agreement, he does not rely and has not relied upon any representation or statement made by any of the Releasees or by any of the Releasees’ agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement. (g) Employee hereby acknowledges, that during his employment, he agreed to certain post-termination obligations restrictive covenants which are contained in the Employment Agreement at Sections 3, 4, 5, and 6 and which are incorporated herein by reference. Employee further acknowledges and agrees that Sections 3, 4, 5, and 6 shall remain in full force and effect after the termination of the Employment Agreement and Employee’s employment with the Company and that he will comply with his obligations as set forth in Sections 3, 4, 5, and 6. (h) For a witness period of one year from the date hereof, unless specifically invited in writing by the Company, neither you nor any of your representatives acting on your behalf or on behalf of the Corporation other persons acting in concert with you will in any legal proceedings involving manner, directly or indirectly effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in any “proxy” “solicitation” (as such terms are used in the Corporation which arise out proxy rules of events the Securities and Exchange Commission) or circumstances that occurred consents to vote any voting securities of the Company, or existed prior to make any communication exempted from the date that definition of “solicitation” by Rule 14a-1(1)(2)(iv) under the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the Corporation. Employee shall not required to perform Employee's obligations under this Section 5(iii) if and so long as the Corporation is in default with respect to performance of any of its obligations under this AgreementExchange Act.

Employees Agreements. Employee agrees that: (i) Without the consent of the CorporationCompany, Employee will not terminate his employment with the Corporation Company without giving 60 days prior notice to the CorporationCompany, and during such 60-day period Employee will assist the CorporationCompany, as and to the extent reasonably requested by the CorporationCompany, in training the successor to Employee's position with the CorporationCompany. The provisions of this Section 5(i) shall not apply to any termination (voluntary or involuntary) of the employment of Employee pursuant to Section 2(ii)(c) hereof. (ii) Without the consent of the Corporation Company or except as may be required by law, Employee will not at any time after termination of his employment with the Corporation Company disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation Company of which Employee has gained knowledge during his employment with the CorporationCompany. (iii) In the event that Employee has received any benefits from the Corporation Company under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employee, upon request by the CorporationCompany: (a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation Company for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 of this Agreement; and (b) Will testify as a witness on behalf of the Corporation Company in any legal proceedings involving the Corporation Company which arise out of events or circumstances that occurred or existed prior to the date that the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the CorporationCompany. Employee shall not be required to perform Employee's his obligations under this Section 5(iii) if and so long as the Corporation Company is in default with respect to the performance of any of its obligations under this Agreement.

Employees Agreements. Employee agrees that: (i) Without the consent of the CorporationCompany, Employee will not terminate employment with the Corporation Company without giving 60 days prior notice to the CorporationCompany, and during such 60-day period Employee will assist the CorporationCompany, as and to the extent reasonably requested by the CorporationCompany, in training the successor to Employee's position with the CorporationCompany. The provisions of this Section 5(i) shall not apply to any termination (voluntary or involuntary) of the employment of Employee pursuant to Section 2(ii)(c) hereof. (ii) Without the consent of the Corporation Company or except as may be required by law, Employee will not at any time after termination of his employment with the Corporation Company disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation Company of which Employee has gained knowledge during employment with the CorporationCompany. (iii) In the event that Employee has received any benefits from the Corporation Company under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employee, upon request by the CorporationCompany: (a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation Company for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 of this Agreement; and (b) Will testify as a witness on behalf of the Corporation Company in any legal proceedings involving the Corporation Company which arise out of events or circumstances that occurred or existed prior to the date that the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-out- of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the CorporationCompany. Employee shall not required to perform Employee's obligations under this Section 5(iii) if and so long as the Corporation Company is in default with respect to performance of any of its obligations under this Agreement.

Employees Agreements. Employee agrees that: (i) Without the consent of the CorporationCorporation , Employee will not terminate employment with the Corporation without giving 60 days prior notice to the CorporationCorporation , and during such 60-day period Employee will assist the CorporationCorporation , as and to the extent reasonably requested by the CorporationCorporation , in training the successor to Employee's position with the CorporationCorporation . The provisions of this Section 5(i) shall not apply to any termination (voluntary or involuntary) of the employment of Employee pursuant to Section 2(ii)(c) hereof. (ii) Without the consent of the Corporation or except as may be required by law, Employee will not at any time after termination of his employment with the Corporation disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation of which Employee has gained knowledge during employment with the CorporationCorporation . (iii) In the event that Employee has received any benefits from the Corporation under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employee, upon request by the CorporationCorporation : (a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 of this Agreement; and (b) Will testify as a witness on behalf of the Corporation in any legal proceedings involving the Corporation which arise out of events or circumstances that occurred or existed prior to the date that the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the CorporationCorporation . Employee shall not required to perform Employee's obligations under this Section 5(iii) if and so long as the Corporation is in default with respect to performance of any of its obligations under this Agreement.

Employees Agreements. Employee agrees that: (i) Without the consent of the CorporationCorporation , Employee will not terminate employment with the Corporation without giving 60 days prior notice to the CorporationCorporation , and during such 60-day period Employee will assist the CorporationCorporation , as and to the extent reasonably requested by the CorporationCorporation , in training the successor to Employee's position with the CorporationCorporation . The provisions of this Section 5(i) shall not apply to any termination (voluntary or involuntary) of the employment of Employee pursuant to Section 2(ii)(c) hereof. (ii) Without the consent of the Corporation or except as may be required by law, Employee will not at any time after termination of his employment with the Corporation disclose to any person, corporation, firm, or other entity, confidential information concerning the Corporation of which Employee has gained knowledge during employment with the CorporationCorporation . (iii) In the event that Employee has received any benefits from the Corporation under Section 4 of this Agreement, then, during the period of 36 months following the date that the termination of Employee's employment became effective, Employee, upon request by the Corporation: (a) Will consult with one or more of the executive officers concerning the business and affairs of the Corporation for not to exceed four hours in any month at times and places selected by Employee as being convenient to him, all without compensation other than what is provided for in Section 4 of this Agreement; and (b) Will testify as a witness on behalf of the Corporation in any legal proceedings involving the Corporation which arise out of events or circumstances that occurred or existed prior to the date that the termination of Employee's employment became effective (except for any such proceedings relating to this Agreement), without compensation other than what is provided for in Section 4 of this Agreement, provided that all out-of-pocket expenses incurred by Employee in connection with serving as a witness shall be paid by the CorporationCorporation . Employee shall not required to perform Employee's obligations under this Section 5(iii) if and so long as the Corporation is in default with respect to performance of any of its obligations under this Agreement.