Employment Covenants. (a) During the Employment Period (as set forth in Section 1 hereof and determined without regard to the termination of Executive's employment), Executive shall not
(i) engage in any way, directly or indirectly, in any Competing Business (as defined below) in the Geographic Area (as defined below); PROVIDED, HOWEVER, in no event shall this provision be construed to prohibit Executive's employment with any business in which less than 5% of its consolidated gross revenues for its most recent fiscal year relates to a Competing Business if Executive's responsibilities at such business do not directly relate to a Competing Business. "Competing Business" shall mean any activity relating to the development, manufacture, or the retail or wholesale sale or distribution (including but not limited to sale or distribution through retail, specialty retail, Internet, e-commerce, mail order, multi-level marketing, mass market, or any other channel of distribution) of vitamin and mineral supplements, sports nutrition products, herbs, personal care or other health-related products. "Geographic Area" shall mean the United States and any other country in which the Parent, Company or any affiliate thereof maintains owned or franchised facilities or hosts web sites; or
Employment Covenants. (a) Executive agrees that from the date hereof through the later of (i) the third anniversary of the Merger, or (ii) the period ending on the second anniversary of Executive's termination of employment for any reason (the "Non-Competition Period"), Executive shall not:
(A) engage in any way, directly or indirectly, in any Competing Business (as defined below) in the Geographic Area (as defined below); PROVIDED, HOWEVER, in no event shall this provision be construed to prohibit Executive's employment with any business in which less than 5% of its consolidated gross revenues for its most recent fiscal year relates to a Competing Business if Executive's responsibilities at such business do not directly relate to a Competing Business. "Competing Business" shall mean any activity relating to the development, manufacture, or the retail or wholesale sale or distribution (including but not limited to sale or distribution through retail, specialty retail, Internet, e-commerce, mail order, multi-level marketing, mass market, or any other channel of distribution) of vitamin and mineral supplements, sports nutrition products or herbs, or any other product which competes with products being offered for sale or under development by the Company or any subsidiary thereof. "Geographic Area" shall mean (1) the United States and (2) any other country in which the Parent, Company or any affiliate thereof owns, leases or franchises locations, hosts web sites or otherwise conducts business; or
Employment Covenants. In consideration of the grant of Options pursuant to this Agreement and Optionee’s continued employment with the Company, Optionee hereby agrees to the following covenants:
Employment Covenants. In consideration of the grant of Restricted Stock Units granted pursuant to this Agreement and Grantee’s continued employment with the Company, Grantee hereby agrees to the following covenants:
Employment Covenants. From Closing until the conclusion of the Earnout Period (the "Continuation Period"), unless otherwise agreed in writing by Purchaser and Seller and other than with respect to any employees (whose employment relationship will be governed by a written employment agreement), Purchaser shall, or shall cause the Company following the Closing to, use commercially reasonable efforts to provide to each employee of the Company who remains employed by the Company after the Closing Date (each such employee, a "Continuing Employee" and all of such employees, the "Continuing Employees") a rate of base salary or wages, bonus opportunity (or pro rata portion thereof) and other benefits during the Continuation Period (other than equity based or derived compensation, transaction bonuses or severance) that are substantially similar in the aggregate to the rate of base salary or wages, bonus opportunity and other benefits that were provided to such Continuing Employee prior to the Closing. Notwithstanding any other provision of this Agreement, nothing contained in this Section 6.10 shall: (i) be deemed to be the adoption of, or an amendment to, any employee benefit plan, program, arrangement, contract or practice, or otherwise limit the right of the Company, Purchaser or their respective Affiliates, to amend modify or terminate any employee benefit plan, program, arrangement, contract or practice; (ii) give any third party, including, without limitation, any Continuing Employees, any right to enforce the provisions of this Section 6.10; or (iii) confer upon any current or former employee, officer, director, consultant or other service provider any right to employment or continued employment or continued service with Company, Purchaser, any of their respective Subsidiaries or any of the respective Affiliates of any of the foregoing. For the avoidance of doubt and for accounting purposes, any bonus compensation, accrued or payable to employees of the Company, including Continuing Employees, shall be deemed an expense and factored into the determination of EBITDA for the Earnout Period.
Employment Covenants. Employer hereby agrees to employ Employee, and Employee agrees to serve, in accordance with the terms and conditions set forth in this Agreement.
Employment Covenants. (a) Effective immediately upon Closing, the Purchaser shall offer employment to those employees listed on Schedule E at substantially equivalent positions and responsibilities and at salaries and benefits no less favourable than those listed on Schedule E. Effective immediately upon Closing the Purchaser shall assume all liabilities, including without limitation, severance and termination obligations (statutory or otherwise) for those employees listed on Schedule E and shall further recognize each such employee's prior years of service with the Vendor for the purposes of calculating termination and severance obligations. In accordance with Article 13 hereof, the Purchaser shall indemnify the Vendor for all liabilities, claims and demands whatsoever made against the Vendor by those employees listed on Schedule E after the Closing Date except that the Vendor shall be fully responsible for all such claims made where such claims arise in connection with any act or omission of the Vendor prior to the Closing Date.
(b) The Purchaser and the Vendor acknowledge and agree that some or all of the employees listed on Schedule E will be entitled to quarterly bonuses payable in August, 1998. The Purchaser and the Vendor agree to pay their respective pro rata share of such bonuses in conjunction with the settlement of the Adjustments.
Employment Covenants. You acknowledge and agree that the provisions of Paragraphs 10,12, 13, 14, 15, 16, 17 and 18 of the Employment Agreement are expressly incorporated herein by reference and shall survive the execution of this Agreement and the termination of Your Employment Agreement, and that you will remain bound by such provisions following the execution of this Agreement.
Employment Covenants. You agree to execute and abide by the terms of the Employment Covenants Agreement attached hereto and made a part hereof.
Employment Covenants. The Executive acknowledges and agrees that he must continue to abide by the Corporation’s rules and policies as well as all of his other obligations under the Employment Agreement and the Employee Confidential Information, Inventions, Non-Solicitation And Non-Competition Agreement signed by the Executive and which prohibits unauthorized use or disclosure of the Corporation’s proprietary information, among other obligations.
