Common use of Executive Covenants Clause in Contracts

Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows: (a) Except when it is in the interest of the Company, or with the consent of or as directed by the Board, the Executive shall keep confidential and shall not divulge to any other person or entity, during the term of the Executive's employment or thereafter, any of the business secrets or other confidential information regarding the Company or its subsidiaries which have not otherwise become public knowledge. (b) All papers, books and records of every kind and description relating to the business and affairs of the Company, whether or not prepared by the Executive, shall be the sole and exclusive property of the Company, and the Executive shall surrender them to the Company at any time upon request by the Board. (c) During the term of employment by the Company, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld) (i) participate as a director, stockholder or partner, or have any direct or indirect financial interest as creditor, in any business which directly or indirectly competes with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries"); provided, however, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries to stop or reduce the business such customer is conducting with the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in the capacity of an executive officer, employee or in any other capacity for or of any company or other entity, within the continental United States, which designs, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products of the Company or its Existing Subsidiaries. (d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph 3 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy. Accordingly, the Company shall, in addition to other remedies provided by law, be entitled to such equitable and injunctive relief as may be necessary to enforce the provisions of this Paragraph 3 against the Executive or any person or entity participating in such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other and additional remedies available to it, at law or in equity, for such breach or threatened breach including any recovery of damages from the Executive and the immediate termination of his employment.

Executive Covenants. In order Executive agrees to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as followsfollowing covenants: (a) Except when it is in For the interest of 24 month period commencing on his Retirement Date (the Company, or with the consent of or as directed by the Board, the Executive shall keep confidential and shall not divulge to any other person or entity, during the term of the Executive's employment or thereafter, any of the business secrets or other confidential information regarding the Company or its subsidiaries which have not otherwise become public knowledge. (b) All papers, books and records of every kind and description relating to the business and affairs of the Company, whether or not prepared by the Executive, shall be the sole and exclusive property of the Company, and the Executive shall surrender them to the Company at any time upon request by the Board. (c) During the term of employment by the Company, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not“Non-Compete Period”), without the prior written consent of the Board (such consent not to be unreasonably withheld) (i) participate as a directorCompany, stockholder or partnerExecutive shall not, or have any direct or indirect financial interest as creditor, in any business which directly or indirectly competes with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries"); provided, however, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries to stop or reduce the business such customer is conducting with the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in the capacity of an executive either as principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity for capacity, carry on, be engaged in or have any financial interest in any Competitive Business. For purposes hereof, a business shall be deemed to be a “Competitive Business” if (i) it is significantly involved in the sale or rendering of any company product or other entityservice sold, within dealt in or rendered by the continental United States, which designs, develops, markets Company and/or any direct or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products indirect subsidiary of the Company or (ii) it is significantly involved in the sale or rendering of any product or service that the Company or its Existing Subsidiariesaffiliates have specific plans to sell or provide and as to which Executive is aware of such planning. As used in the preceding sentence, the term “significantly” shall be deemed to refer to activities generating gross annual sales of at least $25 million. Nothing in this shall be construed so as to preclude Executive from investing in any publicly held company; provided, that Executive’s beneficial ownership of any class of such company’s securities does not exceed 2% of the outstanding securities of such class. (b) During the Non-Compete Period, Executive shall not, directly or indirectly through another person, (i) solicit any employee of the Company or any of its direct or indirect subsidiaries to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company and such subsidiary, on the one hand, and any employee thereof, on the other hand or (ii) hire any individual who is an employee of the Company or any of its direct or indirect subsidiaries or was an employee of the Company at any time during the preceding 12 month period and who left the Company voluntarily. (c) During the Non-Compete Period, Executive shall not, directly or indirectly, solicit, initiate or encourage the submission of any Transaction Proposal, enter into any agreement with respect to a Transaction Proposal or directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to encourage or facilitate any inquires or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Transaction Proposal. For the purposes of this Section 6.07(c), Transaction Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 20% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 20% of the equity securities or consolidated total assets of the Company. (d) The parties Executive agrees not to disparage the Company, its past and present investors, officers, directors, employees or affiliates. (e) Executive and the Company agree that each of the Executive's services foregoing covenants are unique reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction, such covenant is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of such covenant as to the court shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach or threatened breach of the provisions of covenants contained in this Paragraph 3 will cause irreparable injury to Section would irreparably injure the Company and that money damages will not provide an adequate remedyCompany. Accordingly, the Company shallmay, in addition to other remedies provided by law, be entitled to such equitable and injunctive relief as may be necessary to enforce the provisions of this Paragraph 3 against the Executive or any person or entity participating in such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other and additional remedies available to it, at it may have in law or in equity, for such breach or threatened breach including obtain an injunction against Executive from any recovery court having jurisdiction over the matter, restraining any further violation of damages from the Executive and the immediate termination of his employmentthis Section by Executive.

Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows: (a) Except when it is in Executive agrees that, if Executive becomes entitled to severance benefits under Section 4.01(a) and the interest Company actually pays such benefits, then, during the course of his employment with the Employer and for a period of twelve (12) months following the termination of his employment with the Employer (for any reason or no reason) (the “Restricted Period”), he will not, without the express prior written consent of the Company, anywhere, either directly or with the consent of indirectly, whether alone or as directed by the Boardan owner, the Executive shall keep confidential and shall not divulge shareholder, partner, member, joint venturer, officer, director, consultant, independent contractor agent, employee or otherwise of any company or other business enterprise, assist in, engage in or otherwise be connected to or benefit from any other person or entity, during the term business competitive with that of the Executive's employment or thereafter, any Company. A “business competitive with that of the business secrets Company” is one that (i) designs, manufactures, contracts to manufacture or sells, or intends to design, manufacture, contract to manufacture or sell, children’s apparel and accessories and other children’s-oriented merchandise, or (ii) engages in or provides or intends to engage in or provide any products, services or other confidential information regarding business which is of the same nature as a product, service or other business of the Company or its subsidiaries a product, service or other business which have not otherwise become public the Company is developing and of which Executive has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Executive’s ownership of less than 1% of the outstanding shares of any publicly traded corporation that conducts a business competitive with that of the Company. (b) All papersExecutive further agrees that, books and records of every kind and description relating to during the business and affairs Restricted Period, he will not, without the express prior written consent of the Company, whether directly or not prepared by indirectly: (i) contact, communicate, solicit, transact business with or perform services for (or assist any third party in contacting, communicating, soliciting, transacting business with or performing any services for) any person or entity that is or was (at any time within 12 months prior to the Executivecontact, shall be the sole and exclusive property communication, solicitation, transaction of business, or performance of services), a vendor of the Company; (ii) solicit, recruit, hire, engage, or refer (or assist any third party in soliciting, recruiting, hiring, engaging or referring) any person or entity who or which either is, or during the twelve (12) months immediately preceding the termination of his employment was, an employee, agent, consultant or independent contractor of the Company; or (iii) interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company and any of its vendors, lessors, independent contractors, agents or employees. Notwithstanding the foregoing, subject to Executive’s compliance with the other provisions of this Agreement, nothing in this Section 9(b) shall be deemed to prohibit Executive shall surrender them from, after the termination of his employment with the Company, being directly employed by a vendor of the Company for the purpose of performing services for such vendor that are unrelated to the Company at any time upon request services performed or to be performed by vendor for the BoardCompany. (c) During Executive acknowledges and agrees that the term of employment by restrictions on the Company, activities in which he may engage that are set forth in Sections 9(a) and for a period of one (1b) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld) (i) participate as a director, stockholder or partner, or have any direct or indirect financial interest as creditor, in any business which directly or indirectly competes with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (and the "Existing Subsidiaries"); provided, however, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent location and period of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries to stop or reduce the business time for which such customer is conducting with the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in the capacity of an executive officer, employee or in any other capacity for or of any company or other entity, within the continental United States, which designs, develops, markets or supports software communications restrictions apply are reasonable and network gateway products or otherwise designs, develops or markets any products in competition with any of the products of the Company or its Existing Subsidiaries. (d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph 3 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy. Accordingly, the Company shall, in addition to other remedies provided by law, be entitled to such equitable and injunctive relief as may be necessary to enforce protect the provisions of this Paragraph 3 against Company’s legitimate business interests and shall survive the Executive or any person or entity participating in such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other and additional remedies available to it, at law or in equity, for such breach or threatened breach including any recovery of damages from the Executive and the immediate termination of his employment. Executive understands that the Company’s business is global and, accordingly, the restrictions cannot be limited to any particular geographic area. Executive further acknowledges that the restrictions contained in this Agreement will not prevent him from earning a livelihood.

Executive Covenants. In order to induce Provided that the Company is not in material default to enter into the Executive on any of its obligations under this Employment Agreement, the Executive hereby agrees as follows: (a) Except when it is in the interest of the Company, or with the consent of or as directed by the Board, or except if compelled by judicial or legal authorities, the Executive shall keep confidential and shall not divulge to any other person or entityperson, during the term of the Executive's employment Employment Period or thereafter, any of the business secrets or and other confidential information regarding the Company or Company, its subsidiaries and affiliates, except for information which have not otherwise become public knowledgeis or becomes publicly available other than as a result of disclosure by the Executive. (b) All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries and affiliates, whether or not prepared by the Executive, shall be Executive are the sole and exclusive property of the Company, and the Executive shall surrender them to the Company Company, at any time upon request by request, during or after the BoardEmployment Period. (c) During the term of employment by the Company, Employment Period and for a period of one during any Severance Period (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofas hereinafter defined), the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld) (i) Board, compete, directly or indirectly, with the Company, its subsidiaries or affiliates or participate as a director, stockholder officer, employee, agent, representative, stockholder, or partner, or have any direct or indirect financial interest as a creditor, in any business which directly or indirectly competes with the Company or Company, its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries")or affiliates; provided, however, that nothing in this Agreement paragraph (c) shall not restrict the Executive from holding up to two (2%) percent 5% of the outstanding capital stock or other publicly traded securities of any publicly traded entity; entity which so competes with the Company. (iid) During the Employment Period and during any Severance Period (as hereinafter defined), the Executive shall not, without the prior written consent of the Board, either for his own account or for any person, firm or company (i) solicit any customers of the Company Company, its subsidiaries or affiliates, or (ii) solicit or endeavor to cause any employee of the Company, its Existing Subsidiaries subsidiaries or affiliates to stop leave its employment or reduce the business induce or attempt to induce any such customer is conducting employee to breach any employment agreement with the Company Company, its subsidiaries or its Existing Subsidiaries; affiliates, or (iii) directly or indirectly, act in otherwise interfere with the capacity of an executive officer, employee or in any other capacity for or employment of any company employee by the Company, its subsidiaries or other entity, within the continental United States, which designs, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products of the Company or its Existing Subsidiariesaffiliates. (de) Without limiting any other provision of this Employment Agreement, the Executive hereby agrees to be bound by and to comply with any obligations known to the Executive and imposed on the Company, its subsidiaries or affiliates, by law, rule, regulation, ordinance, order, decree, instrument, agreement, understanding or other restriction of any kind. (f) The Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment Period and any Severance Period in any litigation between the Company, its subsidiaries or affiliates, and third parties. (g) The parties agree that the Executive's services are unique Company shall, in addition to other remedies provided by law, have the right and remedy to have the provisions of this Section 5 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened breach of the provisions of this Paragraph 3 Section 5 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy. Accordingly, remedy to the Company shall, in addition to other remedies provided by law, be entitled to such equitable and injunctive relief as may be necessary to enforce the provisions of this Paragraph 3 against the Executive or any person or entity participating in such breach or threatened breachCompany. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other and additional remedies available to it, at law or in equity, it for such breach or threatened breach breach, including any the recovery of damages from the Executive and the immediate termination of his employmentExecutive.

Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows: (a) Except when it is in Executive agrees that during the interest course of his or her employment with the Employer and for a period of twelve (12) months following the termination of his or her employment with the Employer (for any reason or no reason) (the "Restricted Period"), he or she will not, without the express prior written consent of the Company, anywhere, either directly or with the consent of indirectly, whether alone or as directed by the Boardan owner, the Executive shall keep confidential and shall not divulge shareholder, partner, member, joint venturer, officer, director, consultant, independent contractor agent, employee or otherwise of any company or other business enterprise, assist in, engage in or otherwise be connected to or benefit from any other person or entity, during the term business competitive with that of the Executive's employment or thereafter, any Company. A "business competitive with that of the business secrets Company" is one that (i) designs, manufactures, contracts to manufacture or sells, or intends to design, manufacture, contract to manufacture or sell, children's apparel and accessories and other children's-oriented merchandise, or (ii) engages in or provides or intends to engage in or provide any products, services or other confidential information regarding business which is of the same nature as a product, service or other business of the Company or its subsidiaries a product, service or other business which have not otherwise become public the Company is developing and of which Executive has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Executive's ownership of less than 1% of the outstanding shares of any publicly traded corporation that conducts a business competitive with that of the Company. (b) All papersExecutive further agrees that, books and records of every kind and description relating to during the business and affairs Restricted Period, he or she will not, without the express prior written consent of the Company, whether directly or not prepared by indirectly: (i) contact, communicate, solicit, transact business with or perform services for (or assist any third party in contacting, communicating, soliciting, transacting business with or performing any services for) any person or entity that is or was (at any time within 12 months prior to the Executivecontact, shall be the sole and exclusive property communication, solicitation, transaction of business, or performance of services), a vendor of the Company; (ii) solicit, recruit, hire, engage, or refer (or assist any third party in soliciting, recruiting, hiring, engaging or referring) any person or entity who or which either is, or during the twelve (12) months immediately preceding the termination of his or her employment was, an employee, agent, consultant or independent contractor of the Company; or (iii) interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company and any of its vendors, lessors, independent contractors, agents or employees. Notwithstanding the foregoing, subject to Executive's compliance with the other provisions of this Agreement, nothing in this Section 9(b) shall be deemed to prohibit Executive shall surrender them from, after the termination of his or her employment with the Company, being directly employed by a vendor of the Company for the purpose of performing services for such vendor that are unrelated to the Company at any time upon request services performed or to be performed by vendor for the BoardCompany. (c) During Executive acknowledges and agrees that the term restrictions on the activities in which he or she may engage that are set forth in Sections 9(a) and (b) of employment by this Agreement and the location and period of time for which such restrictions apply are reasonable and necessary to protect the Company, 's legitimate business interests and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld) (i) participate as a director, stockholder or partner, or have any direct or indirect financial interest as creditor, in any business which directly or indirectly competes with the Company or its subsidiaries which exist as of the date of survive the termination of this Agreement (his or her employment. Executive understands that the "Existing Subsidiaries"); providedCompany's business is global and, howeveraccordingly, the restrictions cannot be limited to any particular geographic area. Executive further acknowledges that nothing the restrictions contained in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries to stop or reduce the business such customer is conducting with the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in the capacity of an executive officer, employee or in any other capacity for or of any company or other entity, within the continental United States, which designs, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products of the Company or its Existing Subsidiaries. (d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph 3 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy. Accordingly, the Company shall, in addition to other remedies provided by law, be entitled to such equitable and injunctive relief as may be necessary to enforce the provisions of this Paragraph 3 against the Executive prevent him or any person or entity participating in such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Company her from pursuing any other and additional remedies available to it, at law or in equity, for such breach or threatened breach including any recovery of damages from the Executive and the immediate termination of his employmentearning a livelihood.