Employment by Competition Sample Clauses

Employment by Competition. Anything to the contrary in this ------------------------- Agreement notwithstanding, in the event that after he shall have begun to receive benefits under this Agreement, the Executive shall compete with the business of the Corporation, then all payments which might otherwise be due and payable hereunder shall be immediately forfeited and all rights of the Executive and his beneficiaries hereunder shall become void. The Executive will be deemed to have competed with the business of the Corporation if, during the one-year period following termination of his employment with the Corporation, he, directly or indirectly, whether as partner, shareholder (other than as the owner of less than 2% of the outstanding capital stock of a publicly traded corporation), consultant, agent, employee, co-venturer, or otherwise, or through any Person (as hereafter defined), (i) competes in the Corporation's market area (defined as the area within 20 miles of any branch or facility of the Corporation) with, or is employed in such market area by a Person which competes with, the banking or any other business conducted by the Corporation during the period of his employment, (ii) attempts to hire any employee of the Corporation, assists in such hiring by any other Person, or encourages any such employee to terminate his relationship with the Corporation, or (iii) solicits or encourages any customer of the Corporation to terminate its relationship with the Corporation or to conduct with any other Person any business or activity which such customer conducts or could conduct with the Corporation.
Sample 1
AutoNDA by SimpleDocs
Employment by Competition. Anything to the contrary in this Agreement ------------------------- notwithstanding, in the event that either (a) prior to the Normal Retirement Date, the Executive's employment with the Corporation, shall have terminated for whatever reason or (b) after he shall have begun to receive benefits under this Agreement, the Executive will not forfeit any payments which might otherwise be due and payable hereunder should the Executive become employed by a company in competition with the Corporation
Sample 1Sample 2
Employment by Competition. Anything to the contrary in this Agreement notwithstanding, in the event of termination of the Executive’s employment with the Corporation, voluntarily or involuntarily, for any reason, prior to the Normal Retirement Date, payments that might otherwise be due and payable hereunder will be immediately forfeited and all rights of the Executive and his beneficiaries hereunder shall become void, if the Executive competes with the business of the Corporation. The Executive will be deemed to have competed with the business of the Corporation and for a period of two years thereafter, while he (or any corporation, partnership or other entity in which he is or becomes a director, officer, employee, consultant, partner or joint venturer) directly or indirectly owns, carries on or becomes involved in any of such capacities otherwise, any commercial, thrift or savings bank or credit union operating an office within a fifty (50) mile radius of any office of the Corporation (as measured by road distance). Notwithstanding the foregoing, if the Executive is involuntarily terminated without cause from employment with the Corporation within one (1) year after a Change of Control, as defined in Code Section 409A, the Executive shall not be subject to the non-competition restrictions contained in this Section 5.02.
Sample 1
Employment by Competition. Anything to the contrary in this Agreement notwithstanding, in the event of termination of the Executive’s employment with the Corporation, voluntarily or involuntarily, for any reason, prior to the Normal Retirement Date, payments that might otherwise be due and payable hereunder will be immediately forfeited and all rights of the Executive and his beneficiaries hereunder shall become void, if the Executive competes with the business of the Corporation. The Executive will be deemed to have competed with the business of the Corporation and for a period of two years thereafter, while he (or any corporation, partnership or other entity in which he is or becomes a director, officer, employee, consultant, partner or joint venturer) directly or indirectly owns, carries on or becomes involved in any of such capacities otherwise, any commercial, thrift or savings bank or credit union operating, or providing any kind of financial services to a client located within a fifty (50) mile radius of any office of the Corporation.
Sample 1
Employment by Competition. Anything to the contrary in this Agreement notwithstanding, in the event of termination of the Executive's employment with the Corporation for any reason prior to the Normal Retirement Date, payments that might otherwise be due and payable prior to the Normal Retirement Date will be deferred until the first day of the month next following attainment of the Normal Retirement Date should the Executive become employed in any way by a competitor of the Corporation which has an office within fifty (50) miles of the corporation within twenty-four (24) months of termination of employment with the Corporation.
Sample 1
Employment by Competition. Anything to the contrary in this Agreement notwithstanding, in the event of termination of the Executive’s employment with the Bank for any reason, payments that might otherwise be due and payable under the terms of this Agreement will be forfeited and this Agreement shall become null and void should the Executive become an owner or partner or be employed in any way, including employment as a consultant, by a competitor of the Bank (as determined by a vote of two-thirds of the Bank’s outside directors), which has an office within twenty-five (25) miles of any branch or other office of the Bank, at any time within twenty-four months following any such termination of employment with the Bank.
Sample 1
Employment by Competition. Anything to the contrary in this Agreement notwithstanding, in the event of termination of the Executive’s employment with the Bank for any reason, payments that might otherwise be due and payable under the terms of this Agreement will be forfeited and this Agreement shall become null and void should the Executive become an owner or partner or be employed in any way, including employment as a consultant, by a competitor of the Bank (as determined by a vote of two-thirds of the outside directors of the Bank and its parent mutual holding company voting as a single body), which has an office within twenty-five (25) miles of any branch or other office of the Bank, at any time within twenty-four months following any such termination of employment with the Bank; provided, however, that the provisions of this Section 5.03 shall not apply, and shall have no further force or effect, upon and following the occurrence of a Change in Control.
Sample 1
AutoNDA by SimpleDocs

Related to Employment by Competition

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Employment and Non-Competition Agreements The Employment and Non-Competition Agreements described in SECTION 6.2 hereof shall have been duly executed and delivered by all parties thereto and shall be in full force and effect.

  • Non-Competition a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Employment Term and for a period of nine months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any customer of the Company or prospective customer of the Company: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in any coal-related business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in the United States (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers partners, members or investors of the Company or its affiliates, or (v) disparage the Company or any of its stockholders, directors, officers, employees or agents. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Employment Term and, for a period of two years following the date Executive ceases to be employed by the Company, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. (5) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Employment; Noncompetition; Nondisclosure The Manager has not been notified that any of its executive officers or key employees named in the General Disclosure Package (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager or Colony, as the case may be. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the General Disclosure Package and the Prospectus.

  • Termination by Employee In the event Employee terminates this Agreement, the Company shall be obligated to pay Employee that pro-rata portion of his current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses. Employee will not be entitled to, nor will he receive, any type of severance payment, unless he has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then he shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by the Company without Cause, subject to its requirements for receipt of such payment. If Employee terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its option, may require Employee to cease providing services during the thirty (30) day notice period required therein; provided, however, for purposes of calculating payment upon termination under this Agreement, Employee shall be treated as if he was employed during such thirty (30) day period. “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina or (4) a material breach by the Company of its obligations hereunder, provided that, upon the occurrence of any of these acts or omissions, Employee gives the Company notice of his belief that he has Good Reason to terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt of Employee’s notice.

  • Release by Executive (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

  • Assistance by Executive During the period of Executive’s employment by Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "Cause" shall mean (A) engaging by the Employee in conduct that constitutes activity in competition with Employer; (B) the conviction of Employee for the commission of a felony; and/or (C) the habitual abuse of alcohol or controlled substances. Notwithstanding anything to the contrary in this Section 10(a)(i), Employer may not terminate Employee's employment under this Agreement for Cause unless Employee shall have first received notice from the Board advising Employee of the specific acts or omissions alleged to constitute Cause, and such acts or omissions continue after Employee shall have had a reasonable opportunity (at least 10 days from the date Employee receives the notice from the Board) to correct the acts or omissions so complained of. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!