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.
Appears in 2 contracts
Sources: Employment Agreement (Netplex Group Inc), Employment Agreement (Netplex Systems Inc)
Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when it disclosure is in the interest of the CompanyCompany or is compelled by law, or with the consent of disclosure is consented to or as directed by the BoardChairman or the Board of Directors of WPC, WHX or WPSC, 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 the Company's other 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 BoardChairman or the Board of WPC, WHX or WPSC.
(c) During the term of employment hereunder, and, if his employment is terminated by the CompanyCompany pursuant to Section 9 hereof, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofthereafter, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)
of WHX (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 competes, within the United States of America, with the Company or its the Company's other 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 on behalf of himself, or reduce the business such customer is conducting with the Company any other person, firm or its Existing Subsidiariescompany; 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 entityentity which competes with WPSC in the carbon steel manufacturing industry and which has at least 5% of its annual dollar sales comprised of products which directly compete with the Company's or its subsidiaries' products; provided, within however, that nothing in this paragraph 3(c) shall prevent the continental United States, which designs, develops, markets Executive from holding or supports software communications and network gateway products maintaining any positions or otherwise designs, develops or markets any products in competition interests held by him subsequent hereto with any the consent of the products Board of WHX (or the Board of WPC from and after the consummation of the Company Initial Public Offering (as hereinafter defined) or its Existing Subsidiariesa "spin-off" of any portion of the shares of Common Stock of WPC or WPSC).
(d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph Section 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 Section 3 against the Executive or any other 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 or termination of his employmentemployment as provided in Paragraph 9(b).
Appears in 2 contracts
Sources: Employment Agreement (Wheeling Pittsburgh Corp /De/), Employment Agreement (WHX Corp)
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.
Appears in 2 contracts
Sources: Employment Agreement (Nalco Holding CO), Employment Agreement (Nalco Finance Holdings LLC)
Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when it disclosure is in the interest of the CompanyCompany or is compelled by law, or with the consent of disclosure is consented to or as directed by the BoardChairman or the Board of Directors of WPC, WHX or WPSC, 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 the Company's other 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 BoardChairman or the Board of WPC, WHX or WPSC.
(c) During the term of employment hereunder, and, if his employment is terminated by the CompanyCompany pursuant to Section 9 hereof, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofthereafter, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)
of WHX (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 competes, within the United States of America, with the Company or its the Company's other 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 -4- 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 on behalf of himself, or reduce the business such customer is conducting with the Company any other person, firm or its Existing Subsidiariescompany; 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 entityentity which competes with WPSC in the carbon steel manufacturing industry and which has at least 5% of its annual dollar sales comprised of products which directly compete with the Company's or its subsidiaries' products; provided, within however, that nothing in this paragraph 3(c) shall prevent the continental United StatesExecutive from holding or maintaining any positions or interests presently held by him and disclosed to the Board of WHX, which designsor, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition held by him subsequent hereto with any the consent of the products Board of WHX, including, but not limited to, the Company or its Existing SubsidiariesExecutive's interest in the Net Worth Participation Agreement with Warren Consolidated Industries.
(d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph Section 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 Section 3 against the Executive or any other 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 or termination of his employmentemployment as provided in Paragraph 9(b).
Appears in 1 contract
Sources: Employment Agreement (WHX Corp)
Executive Covenants. In order Executive, as a condition to induce this Agreement and the Company payments to enter into this be made by Pliant hereunder, agrees that for a period of time beginning on the Effective Date and ending on the date which is one year after the Employment AgreementResignation Date, the Executive hereby agrees as followsshall not:
(a) Except when it is in the interest of the Companydirectly or indirectly, either individually or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or with the consent of investor, or as directed by the Boarda director or officer of any corporation or association, the Executive shall keep confidential and shall not divulge to or in any other person manner or entitycapacity whatsoever, engage in, assist or have any active interest in a business located anywhere in (w) the World where Pliant or any of its affiliates is doing business during the term of this covenant, (x) the Executive's employment United States, (y) the State of Illinois or thereafter, any (z) within a 500 mile radius of the Chicago, Illinois metropolitan area that (i) develops, manufactures, markets and/or sells value-added film, flexible packaging products and/or recloseable technologies including zippers and sliders or otherwise competes with or is similar in concept, design, format, or otherwise to the business secrets conducted by Pliant and its affiliates at any time during the term of this covenant; or other confidential information regarding (ii) purchases from Pliant (notwithstanding the Company above, this paragraph shall not be construed to prohibit the Executive from owning less than three percent (3%) of the securities of a corporation which is publicly traded on a securities exchange or its subsidiaries which have not otherwise become public knowledge.over-the-counter);
(b) All papersdirectly or indirectly, books and records either individually, or as a principal, partner, agent, employee, employer, consultant, stockholder, joint venturer, or investor, or as a director or officer of every kind and description relating any corporation or association, or in any other manner or capacity whatsoever, (i) divert or attempt to divert (by solicitation, diversion or otherwise) from Pliant or its affiliates any business with any customer, prospective customer or account of Pliant or its affiliates with which Executive had any contact or association, which was under the supervision of Executive, or the identity of which was learned by the Executive as a result of Executive's employment with Pliant; (ii) accept the business and affairs of any customer, prospective customer or account of Pliant or its affiliates with which Executive had any contact or association, which was under the Companysupervision of Executive, or the identity of which was learned by Executive as a result of Executive's employment with Pliant, whether solicited or not prepared solicited by Executive if such business would be diverted from Pliant or otherwise adversely effect Pliant's business with such entity; (iii) solicit, induce or attempt to induce any salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber or other person transacting business with Pliant and/or its affiliates to terminate their relationship or association with Pliant and/or its affiliates, or to represent, distribute or sell services or products in competition with services or products of Pliant or its affiliates; (iv) induce, solicit, cause or attempt to induce or cause any employee of Pliant or its affiliates to leave the employ of Pliant or its affiliates; or (v) hire or otherwise accept the services of any employee or former employee of Pliant, whether solicited or not solicited by 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 Notwithstanding the term foregoing, in the event that Executive desires, during the restrictive period in this SECTION 9, to engage in activity that Executive believes may be in breach of employment by this SECTION 9, Executive may discuss such activity with the CompanyChief Executive Officer of Pliant and Pliant (A) will provide Executive with a decision on whether such activity constitutes a breach of this SECTION 9 and (B) may, and for a period of one (1) year thereafter unless upon the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not, without the prior written consent of the Chief Executive Officer of Pliant and Pliant's Board (such of Directors, 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 participation 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 employmentactivity.
Appears in 1 contract
Sources: Severance Agreement (Pliant Corp)
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.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Childrens Place Retail Stores Inc)
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.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Childrens Place Retail Stores Inc)
Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when it disclosure is in the interest of the CompanyCompany or is compelled by law, or with the consent of disclosure is consented to or as directed by the BoardChairman or the Board of Directors of WPC, WHX or WPSC, 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 the Company's other 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 BoardChairman or the Board of WPC, WHX or WPSC.
(c) During the term of employment hereunder, and, if his employment is terminated by the CompanyCompany pursuant to Section 9 hereof, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofthereafter, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)
of WHX (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 competes, within the United States of America, with the Company or its the Company's other 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 on behalf of himself, or reduce the business such customer is conducting with the Company any other person, firm or its Existing Subsidiariescompany; 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 entityentity which competes with WPSC in the carbon steel manufacturing industry and which has at least 5% of its annual dollar sales comprised of products which directly compete with the Company's or its subsidiaries' products; provided, within however, that nothing in this paragraph 3(c) shall prevent the continental United StatesExecutive from holding or maintaining any positions or interests presently held by him and disclosed to the Board of WHX, which designsor, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition held by him subsequent hereto with any the consent of the products Board of WHX, including, but not limited to, the Company or its Existing SubsidiariesExecutive's interest in the Net Worth Participation Agreement with Warren Consolidated Industries.
(d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph Section 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 Section 3 against the Executive or any other 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 or termination of his employmentemployment as provided in Paragraph 9(b).
Appears in 1 contract
Sources: Employment Agreement (Wheeling Pittsburgh Corp /De/)
Executive Covenants. In order to induce 11.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 9.2 of this Agreement, as well as detailed customer lists and information relating to the operations and business requirements of those customers) and accordingly he is willing to enter into this Employment Agreement, the covenants described in Clauses 11.2 and 11.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests.
11.2 The Executive hereby agrees as follows:
(a) Except when it is in the interest of the Company, or covenants 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, Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies.
11.3 The Executive hereby covenants with the Company that he will not for the period of 24 months after 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 last active day 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 of Directors, directly or indirectly:
11.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (such consent not including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or
11.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will complete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or
11.3.3 in connection with the carrying on of any businesses which is in competition with the Business of the Group canvass, solicit or approach or cause to be unreasonably withheld)canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that data is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or
(i) participate as a director, stockholder or partner, or have any direct or indirect financial interest as creditor, 11.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which directly or indirectly competes has at any time during the period of 12 months immediately preceding the date of the Executive's last active date of employment done business with the Company or its subsidiaries any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which exist as the Executive shall have had dealings during the course of his employment; or
11.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the termination Executive's last active day of this Agreement (employment or at any time during the "Existing Subsidiaries"); providedperiod of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any business unit, howeverthe direct report of such business unit head, that nothing in this Agreement shall restrict or any other key technical, marketing or sales position and with whom the Executive from holding up to two shall have had contact during the course of his employment (2%) percent whether or not such a person would commit a breach of his contract of employment by so doing).
11.4 The Executive hereby agrees that he will at the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 11.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its Existing Subsidiaries legitimate business interests.
11.5 Notwithstanding the generality of the covenants contained in Clause 11.3 those covenants shall apply only with respect to stop or reduce the business such customer is conducting with those countries in which the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in any Associated Company has transacted any business during the capacity 12 months prior to the date 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 last active day 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, employment 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 which 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 employmenthas been involved.
Appears in 1 contract
Sources: Employment Agreement (Pharmaceutical Marketing Services Inc)
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.
Appears in 1 contract
Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when it disclosure is in the interest of the CompanyCompany or is compelled by law, or with the consent of disclosure is consented to or as directed by the Chairman or the Board of Directors (the "Board) of WPC, WHX or WPSC, 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 the Company's other 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 BoardChairman or the Board of WPC, WHX or WPSC.
(c) During the term of Executive's employment by the Companyhereunder, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofthereafter, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)
of WHX (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 competes, within the United States of America, with the Company or its the Company's other 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 on behalf of himself, or reduce the business such customer is conducting with the Company any other person, firm or its Existing Subsidiariescompany; 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 entity which competes with WPSC in the continental United States, carbon steel manufacturing industry and which designs, develops, markets or supports software communications and network gateway has at least 5% of its annual dollar sales comprised of products or otherwise designs, develops or markets any products in competition which directly compete with any of the products of the Company Company's or its Existing Subsidiaries' products; provided, however, that nothing in this paragraph 3(c) shall prevent the Executive from holding or maintaining any positions or interests presently held by him and disclosed to the Board of WHX, or, held by him subsequent hereto with the consent of the Board of WHX.
(d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph Section 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 Section 3 against the Executive or any other 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 or termination of his employmentemployment as provided in Paragraph 9(b).
Appears in 1 contract
Sources: Employment Agreement (WHX Corp)
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. For a period of one (1) year thereafter unless after the Agreement is terminated pursuant Termination Date (“Restricted Period”), Executive covenants not to, either directly or indirectly, for Executive or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”), solicit or attempt to Paragraph 8(d) hereofsolicit, recruit or attempt to recruit any employee, agent, or contract worker of the Company with whom Executive had contact during the course of [his or her] employment with the Company.
b. Executive further covenants and agrees that during the Restricted Period, Executive shall not, without the prior written consent either directly or indirectly, for [himself or herself] or on behalf of the Board (such consent not to be unreasonably withheld)
or in conjunction with any other person or entity, (i) participate induce or attempt to induce any employee, officer or consultant of the Company to supply Confidential Information or Trade Secrets, as a directordefined in Section 8 herein, stockholder of the Company to any third person, firm or partnercorporation, or have (ii) induce or attempt to induce any direct or indirect financial interest as creditorPerson who, 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 inducement or attempted inducement or within twelve (the "Existing Subsidiaries"); provided12) months prior to that date, howeveris or was a customer, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent supplier, vendor, licensee, licensor or other business relation of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries Company, to stop or reduce the cease doing 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 way interfere with the relationship between any such customer, supplier, vendor, licensee, licensor or other capacity for or business relation and the Company.
c. The covenants in this Section 7 are severable and separate, and the unenforceability of any company specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 7 relating to the time period, scope, 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 geographic areas of the products restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period, scope, or geographic area, as applicable, that such court deems reasonable and enforceable, then this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
d. All of the covenants in this Section 7 shall be construed as an agreement independent of any other provisions in this Agreement, and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or its Existing Subsidiariesof such covenants.
(d) The parties agree that the Executive's services are unique e. Executive has carefully read and that any breach or threatened breach of considered the provisions of this Paragraph 3 will cause irreparable injury Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Executive and are reasonably required to protect the interests of the Company and that money damages will not provide an adequate remedy. Accordinglyits officers, the Company shalldirectors, in addition to other remedies provided by lawemployees, 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 employmentstockholders.
Appears in 1 contract
Sources: Separation Agreement (Electronic Clearing House Inc)
Executive Covenants. In order to induce The Executive agrees that the products of the Company and its Affiliates shall constitute their exclusive property. For the avoidance of doubt, all trademarks, policy language or forms, products or services (including products and services under development), trade names, trade secrets, service marks, designs, computer programs and software, utility models, copyrights, know-how and confidential information, applications for registration of any of the foregoing and the right to enter into apply for them in any part of the world (whether any of the foregoing shall be registered or unregistered) created or discovered or participated in by the Executive during the course of his employment (whether or not pursuant to the terms of this Employment Agreement) or under the instructions of the Company or its Affiliates are and shall be the absolute property of the Company and its Affiliates, as appropriate. Without limiting the foregoing, the Executive hereby agrees as follows:
(a) Except when it is in assigns to the interest of the Company, or with the consent of or as directed by the Board, the Executive shall keep confidential Company any and shall not divulge to any other person or entity, during the term all of the Executive's employment ’s right, title and interest, if any, pertaining to the insurance and reinsurance (including, without limitation, finite insurance and reinsurance), risk assumption, risk management, brokerage, financial and other products or thereafterservices developed or improved upon by the Executive (including, without limitation, any of the business secrets or other confidential information regarding related “know-how”) while employed by the Company or its subsidiaries which have not otherwise become public knowledge.
Affiliates, including any patent, trademark, trade name, copyright, ownership or other right that may pertain thereto. Since the Executive is likely to obtain, in the course of the Executive’s employment with the Company and its Affiliates, knowledge of trade names, trade secrets, know-how, products and services (b) All papersincluding products and services under development), books techniques, methods, lists, computer programs and records of every kind software and description other confidential information relating to the business Company and affairs of the Company, whether or not prepared by the Executive, shall be the sole and exclusive property of the Companyits Affiliates, 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 Companytheir employees, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofclients, business or business opportunities, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)hereby undertakes that:
(i) participate as a director, stockholder the Executive will not (either alone or partner, jointly with or have any direct or indirect financial interest as creditor, in any business which on behalf of others and whether directly or indirectly competes indirectly) encourage, entice, solicit or endeavor to encourage, entice or solicit away from employment with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries"); providedAffiliates, howeveror hire or cause to be hired, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock any officer or other securities of any publicly traded entity; (ii) solicit any customers employee of the Company or its Existing Subsidiaries to stop Affiliates (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, individual who was within the continental United States, which designs, develops, markets prior twelve months an officer or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products employee of the Company or its Existing Subsidiaries.Affiliates), or encourage, entice, solicit or endeavor to encourage, entice or solicit any individual to violate the terms of any employment agreement or arrangement between such individual and the Company or any of its Affiliates;
(dii) The parties agree that the Executive's services are unique Executive will not (either alone or jointly with or on behalf of others and that whether directly or indirectly) interfere with or disrupt or seek to interfere with or disrupt (A) the relationships between the Company and its Affiliates, on the one hand, and any breach customer or threatened breach client of the provisions Company and its Affiliates, on the other hand, (including any insured or reinsured party) who during the period of this Paragraph 3 will cause irreparable injury twenty-four months immediately preceding such termination shall have been such a customer or client, or (B) the supply to the Company and that money damages its Affiliates of any services by any supplier or agent or broker who, during the period of twenty-four months immediately preceding such termination, shall have supplied services to any such person, nor will the Executive interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided; and
(iii) the Executive will not provide (either alone or jointly with or on behalf of others and whether directly or indirectly) whether as an adequate remedy. Accordinglyemployee, consultant, partner, principal, agent, distributor, representative or stockholder (except solely as a less than one percent stockholder of a publicly traded company), engage in any activities in Bermuda, the United States or greater London if such activities are competitive with the businesses that (i) are then being conducted by the Company shallor its Affiliates and (ii) during the period of the Executive’s employment were either being conducted by the Company or its Affiliates or actively being developed by the Company or its Affiliates. The provisions of the immediately preceding sentence shall continue in effect (I) as long as the Executive is employed by the Company or its Affiliates, and (II) if the Executive’s termination of employment occurs for any reason prior to the second anniversary of the Date of the Agreement, until the first anniversary of such termination of employment; provided that if such employment is terminated by the Company or the Executive in accordance with Section 8(b), the provisions of clauses (ii) and (iii) shall automatically terminate upon such termination of employment, unless the Company elects, in writing, upon such termination to continue the provisions of clauses (ii) and (iii) above in effect through the six-month anniversary of such termination of employment in which case the Company shall be obligated to pay the Executive, in addition to other remedies provided by lawany of the Executive’s rights under Section 8(b), a lump sum payment equal to the sum of (x) six months of his Base Salary, and (y) one half of the Executive’s target annual bonus for the year of termination, and such lump sum payment shall, subject to Section 25 below, be entitled made 60 days following his “separation from service” (within the meaning Treas. Reg. Section 1.409A-1(h)) with the Company. For purposes of this Agreement, an “Affiliate” of the Company includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company, and such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries. The limitations on the Executive set forth in this Section shall also apply to any agent or other representative acting on behalf of the Executive. While the restrictions aforesaid are considered by the Parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for reasons unforeseen, and accordingly it is hereby declared and agreed that if any of such equitable restrictions, or the geographic or other scope thereof, shall be adjudged to be void as going beyond what is reasonable in the circumstances for the protection of the interests of the Company and injunctive relief its Affiliates but would be valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or geographic or other area dealt with thereby reduced in scope, then said restrictions shall apply with such modifications 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 breachmake them valid and effective. Nothing contained herein in this Section 12 shall limit in any manner any additional obligations to which the Executive may be construed as prohibiting the Company from pursuing bound pursuant to any other and additional remedies available to itagreement or any applicable law, at law rule or in equity, for such breach or threatened breach including any recovery of damages from the Executive and the immediate termination of his employmentregulation.
Appears in 1 contract
Executive Covenants. In order to induce The Executive agrees that the products of the Company and its Affiliates shall constitute their exclusive property. For the avoidance of doubt, all trademarks, policy language or forms, products or services (including products and services under development), trade names, trade secrets, service marks, designs, computer programs and software, utility models, copyrights, know-how and confidential information, applications for registration of any of the foregoing and the right to enter into apply for them in any part of the world (whether any of the foregoing shall be registered or unregistered) created or discovered or participated in by the Executive during the course of his employment (whether or not pursuant to the terms of this Employment Agreement) or under the instructions of the Company or its Affiliates are and shall be the absolute property of the Company and its Affiliates, as appropriate. Without limiting the foregoing, the Executive hereby agrees as follows:
(a) Except when it is in assigns to the interest of the Company, or with the consent of or as directed by the Board, the Executive shall keep confidential Company any and shall not divulge to any other person or entity, during the term all of the Executive's employment ’s right, title and interest, if any, pertaining to the insurance and reinsurance (including, without limitation, finite insurance and reinsurance), risk assumption, risk management, brokerage, financial and other products or thereafterservices developed or improved upon by the Executive (including, without limitation, any of the business secrets or other confidential information regarding related “know-how”) while employed by the Company or its subsidiaries which have not otherwise become public knowledge.
Affiliates, including any patent, trademark, trade name, copyright, ownership or other right that may pertain thereto. Since the Executive is likely to obtain, in the course of the Executive’s employment with the Company and its Affiliates, knowledge of trade names, trade secrets, know-how, products and services (b) All papersincluding products and services under development), books techniques, methods, lists, computer programs and records of every kind software and description other confidential information relating to the business Company and affairs of the Company, whether or not prepared by the Executive, shall be the sole and exclusive property of the Companyits Affiliates, 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 Companytheir employees, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereofclients, business or business opportunities, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)hereby undertakes that:
(i) participate as a director, stockholder the Executive will not (either alone or partner, jointly with or have any direct or indirect financial interest as creditor, in any business which on behalf of others and whether directly or indirectly competes indirectly) encourage, entice, solicit or endeavor to encourage, entice or solicit away from employment with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries"); providedAffiliates, howeveror hire or cause to be hired, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock any senior officer or other securities of any publicly traded entity; (ii) solicit any customers employee 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 Affiliates in the capacity of an executive officerCompany’s global finance, employee financial and regulatory reporting, investor relations or in related functions (or any other capacity for or of any company or other entity, such individual who was within the continental United States, which designs, develops, markets prior twelve months an officer or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products employee of the Company or its Existing Subsidiaries.Affiliates and was employed in those areas/functions), or encourage, entice, solicit or endeavor to encourage, entice or solicit any such individual to violate the terms of any employment agreement or arrangement between such individual and the Company or any of its Affiliates;
(dii) The parties agree that the Executive's services are unique Executive will not (either alone or jointly with or on behalf of others and that whether directly or indirectly) interfere with or disrupt or seek to interfere with or disrupt (A) the relationships between the Company and its Affiliates, on the one hand, and any breach customer or threatened breach client of the provisions Company and its Affiliates, on the other hand, (including any insured or reinsured party) who, during the prior twenty-four months or the twenty-four months immediately preceding his termination of this Paragraph 3 will cause irreparable injury employment, shall have been such a customer or client, or (B) the supply to the Company and that money damages its Affiliates of any services by any supplier or agent or broker who, during the prior twenty-four months or the twenty-four months immediately preceding his termination of employment, shall have supplied services to any such person, nor will the Executive interfere or seek to interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided; and
(iii) the Executive will not provide (either alone or jointly with or on behalf of others and whether directly or indirectly) whether as an adequate remedy. Accordinglyemployee, consultant, partner, principal, agent, distributor, representative or stockholder (except solely as a less than one percent stockholder of a publicly traded company), without the written consent of the Company through the Chief Executive Officer after receipt of specific notice from the Executive of the potential competitive situation, engage in any activities in Bermuda, the United States, the Republic of Ireland or greater London if such activities are primarily competitive with the reinsurance property, casualty, specialty insurance and/or reinsurance businesses that (i) are then being conducted by the Company shallor its Affiliates and (ii) during the period of the Executive’s employment were either being conducted by the Company or its Affiliates or actively being developed by the Company or its Affiliates. The provisions of the immediately preceding sentence shall continue in effect as long as the Executive is employed by the Company or its Affiliates and until the first anniversary of such termination of employment; provided that if such employment is terminated by the Company or the Executive in accordance with Section 8(b), the provisions of clauses (ii) and (iii) shall automatically terminate upon such termination of employment, unless the Company elects, in writing, upon such termination to continue the provisions of clauses (ii) and (iii) above in effect through the six-month anniversary of such termination of employment in which case the Company shall be obligated to pay the Executive, in addition to other remedies provided by lawany of the Executive’s rights under Section 8(b), a lump sum payment equal to the sum of (x) six months of his Base Salary, and (y) one half of the Executive’s target annual bonus for the year of termination, and such lump sum payment shall, subject to Section 26 below, be entitled made 60 days following his “separation from service” (within the meaning Treas. Reg. Section 1.409A-1(h)) with the Company. For purposes of this Agreement, an “Affiliate” of the Company includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company, and such term shall specifically include, without limitation, the Company’s majority-owned subsidiaries. The limitations on the Executive set forth in this Section shall also apply to any agent or other representative acting on behalf of the Executive. While the restrictions aforesaid are considered by the Parties to be reasonable in all the circumstances, it is recognized that restrictions of the nature in question may fail for reasons unforeseen, and accordingly it is hereby declared and agreed that if any of such equitable restrictions, or the geographic or other scope thereof, shall be adjudged to be void as going beyond what is reasonable in the circumstances for the protection of the interests of the Company and injunctive relief its Affiliates but would be valid if part of the wording thereof were deleted and/or the periods (if any) thereof reduced and/or geographic or other area dealt with thereby reduced in scope, then said restrictions shall apply with such modifications 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 breachmake them valid and effective. Nothing contained herein in this Section 13 shall limit in any manner any additional obligations to which the Executive may be construed as prohibiting the Company from pursuing bound pursuant to any other and additional remedies available to itagreement or any applicable law, at law rule or in equity, for such breach or threatened breach including any recovery of damages from the Executive and the immediate termination of his employmentregulation.
Appears in 1 contract
Sources: Employment Agreement (Xl Group PLC)