Common use of Executive Obligations Clause in Contracts

Executive Obligations. (a) For the Employment Period the Executive will not do or say anything that reasonably may be expected to have the effect of diminishing or impairing the goodwill and good reputation of the Company and its officers, directors and products nor will the Executive intentionally disparage or injure the reputation of the Company by making any material negative statements about the Company's methods of doing business, the effectiveness of its business policies and the quality of its products or personnel. (b) The Executive agrees to keep the terms of this Agreement in strict confidence, except that the Executive may disclose the terms of this Agreement to family members and professional advisors who understand the confidentiality of such terms. (c) The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four months following termination of the Executive's employment during the Employment Period either (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason or after the first anniversary date of the Effective Date for any reason or no reason, the Executive shall not act in any manner or capacity, directly or indirectly, in any individual or representative capacity, whether as principal, agent, partner, officer, director, employee, joint venturer, member of any business entity, consultant, advisor or investor (except that the Executive shall have the right hereunder to own up to 2% of one or more public companies having a class of equity securities registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or otherwise, in or for any business entity or enterprise which competes with the Company in any geographic area served by the Company at the time of the Executive's termination and engages as its primary line of business in factoring or other asset-based lending (the "Business"); (d) The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four months following the termination of the Executive's employment, the Executive shall not: (i) without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership or company or other entity any Confidential Information which shall not include information known generally or available to the public or of information not considered confidential by persons engaged in the business conducted by the Company or from disclosure required by law or court order pertaining to the Business except (x) while employed by the Company in the Business and for the benefit of the Company or (y) when required to do so by a court of competent jurisdiction, by any governmental agency, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. (ii) without the prior written consent of the Company solicit or hire away any person who is then an employee of the Company and was an employee of the Company at any time after the Effective Date and prior to termination of the Executive's employment. (e) The Executive also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, business strategies, budgets, projections, nonpublic financial information, manuals, policies or other document of the Company, its subsidiaries, affiliates and divisions. (f) If the scope of any restriction contained in Section 9(c) or (d) hereof is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceedings brought to enforce such restrictions. (g) The Executive acknowledges and agrees that the Company's remedy at law for any breach of the Executive's obligations under this Section 9 (other than Section 9(c)) may be inadequate, and agrees and consents that temporary and/'or permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision hereof (other than Section 9(c)), without the necessity of proof of actual damage. In the event of any breach of the provisions of Section 9(c) hereof, as liquidated damages and in lieu of any other damages, payments to or actions by the Company, the Executive shall pay to the Company an amount equal to the product of (i) any lump sum payment made to Executive under this Agreement divided by twenty-four multiplied by (ii) twenty-four minus the number of months (including as a whole month any portion thereof) since the Executive's Date of Termination.

Executive Obligations. (a) For the Employment Period the Executive will not do or say anything that reasonably may be expected to have the effect of diminishing or impairing the goodwill and good reputation of the Company and its officers, directors and products nor will the Executive intentionally disparage or injure the reputation of the Company by making any material negative statements about the Company's methods of doing business, the effectiveness of its business policies and the quality of its products or personnel. (b) The Executive agrees to keep the terms of this Agreement in strict confidence, except that the Executive may disclose the terms of this Agreement to family members and professional advisors who understand the confidentiality of such terms. (c) The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four months following termination of the Executive's employment during the Employment Period either (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason or after the first anniversary date of the Effective Date for any reason or no reason, the Executive shall not act in any manner or capacity, directly or indirectly, in any individual or representative capacity, whether as principal, agent, partner, officer, director, employee, joint venturer, member of any business entity, consultant, advisor or investor (except that the Executive shall have the right hereunder to own up to 2% of one or more public companies having a class of equity securities registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or otherwise, in or for any business entity or enterprise which competes with the Company in any geographic area served by the Company at the time of the Executive's termination and engages as its primary line of business in factoring the sale of automotive parts or other asset-based lending accessories to retail customers or to commercial auto repair outlets (the "Business"); (d) The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four months following the termination of the Executive's employment, the Executive shall not: (i) without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership or company or other entity any Confidential Information which shall not include information known generally or available to the public or of information not considered confidential by persons engaged in the business conducted by the Company or from disclosure required by law or court order pertaining to the Business except (x) while employed by the Company in the Business and for the benefit of the Company or (y) when required to do so by a court of competent jurisdiction, by any governmental agency, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. (ii) without the prior written consent of the Company solicit or hire away any person who is then an employee of the Company and was an employee of the Company at any time after the Effective Date and prior to termination of the Executive's employment. (e) The Executive also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, business strategies, budgets, projections, nonpublic financial information, manuals, policies or other document of the Company, its subsidiaries, affiliates and divisions. (f) If the scope of any restriction contained in Section 9(c) or (d) hereof is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceedings brought to enforce such restrictions. (g) The Executive acknowledges and agrees that the Company's remedy at law for any breach of the Executive's obligations under this Section 9 (other than Section 9(c)) may be inadequate, and agrees and consents that temporary and/'or and/or permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision hereof (other than Section 9(c)), without the necessity of proof of actual damage. In the event of any breach of the provisions of Section 9(c) hereof, as liquidated damages and in lieu of any other damages, payments to or actions by the Company, the Executive shall pay to the Company an amount equal to the product of (i) any lump sum payment made to Executive under this Agreement divided by twenty-four multiplied by (ii) twenty-four minus the number of months (including as a whole month any portion thereof) since the Executive's Date of Termination.-7-

Executive Obligations. (a) 9.1. For the Employment Period Term of this Agreement the Executive will not do or say anything that reasonably may be expected to have the effect of diminishing or impairing the goodwill and good reputation of the Company and its officers, directors and products nor will the Executive intentionally disparage or injure the reputation of the Company by making any material negative statements about the Company's methods of doing business, the effectiveness of its business policies and the quality of its products or personnel. (b) 9.2. The Executive agrees to keep the terms of this Agreement in strict confidence, except that the Executive may disclose the terms of this Agreement to family members and professional advisors who understand the confidentiality of such terms. (c) 9.3. The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four twelve months following termination of the Executive's employment during the Employment Period Term of this Agreement either (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason or after the first anniversary date of the Effective Date for any reason or no reason, the Executive shall not act in any manner or capacity, directly or indirectly, in any individual or representative capacity, whether as principal, agent, partner, officer, director, employee, joint venturer, member of any business entity, consultant, advisor or investor (except that the Executive shall have the right hereunder to own up to 2% of one or more public companies having a class of equity securities registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or otherwise, in or for any business entity or enterprise which competes with the Company in any geographic area served by the Company at the time of the Executive's termination and engages as its primary line of business in factoring the sale of automotive parts or other asset-based lending (the "Business")accessories to retail customers or to commercial auto repair outlets; (d) 9.4. The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four twelve months following the termination of the Executive's employment, the Executive shall not: (iA) without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership or company or other entity any Confidential Information which shall is not include information generally known generally by or available to the public or of information not which is considered confidential by persons engaged in the business conducted by the Company or from disclosure required by law or court order pertaining to the Business except (x) while employed by the Company in the Business and for the benefit of the Company or (y) when required to do so by a court of competent jurisdiction, by any governmental agency, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such informationCompany. (iiB) without the prior written consent of the Company solicit or hire away any person who is then an employee of the Company and was an employee of the Company at any time after the Effective Date and prior to termination of the Executive's employment. (e) 9.5. The Executive also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, business strategies, budgets, projections, nonpublic financial information, manuals, policies or other document of the Company, its subsidiaries, affiliates and divisions. (f) 9.6. If the scope of any restriction contained in Section 9(c) 9.3. or (d) 9.4. hereof is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceedings brought to enforce such restrictionsrestrictions . (g) 9.7. The Executive acknowledges and agrees that the Company's remedy at law for any breach of the Executive's obligations under this Section 9 (other than Section 9(c)9.3.) may be inadequate, and agrees and consents that temporary and/'or and/or permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision hereof (other than Section 9(c)9.3.), without the necessity of proof of actual damage. In the event of any breach of the provisions of Section 9(c) 9.3. hereof, as liquidated damages and in lieu of any other damages, payments to or actions by the Company, the Executive shall pay to the Company an amount equal to the product of (i) any lump sum payment made to Executive under this Agreement divided by twenty-four twelve multiplied by (ii) twenty-four twelve minus the number of months (including as a whole month any portion thereof) since the Executive's Date of Termination.

Executive Obligations. (a) a. For the Employment Period the Executive will not do or say anything that reasonably may be expected to have the effect of diminishing or impairing the goodwill and good reputation of the Company and its officers, directors and products nor will the Executive intentionally disparage or injure the reputation of the Company by making any material negative statements about the Company's methods of doing business, the effectiveness of its business policies and the quality of its products or personnel. (b) The Executive agrees to keep the terms of this Agreement in strict confidence, except that the Executive may disclose the terms of this Agreement to family members and professional advisors who understand the confidentiality of such terms. (c) b. The Executive hereby agrees that during the Executive's employment by the Company and for a period the Applicable Number of twenty-four months Months following termination of the Executive's employment during the Employment Period either (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason or after the first anniversary date of the Effective Date for any reason or no reason, the Executive shall not act in any manner or capacity, directly or indirectly, in any individual or representative capacity, whether as principal, agent, partner, officer, director, employee, joint venturer, member of any business entity, consultant, advisor or investor (except that the Executive shall have the right hereunder to own up to 2% of one or more public companies having a class of equity securities registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) or otherwise, in or for any business entity or enterprise which competes with the Company in any geographic area served by the Company at the time of the Executive's termination and engages as its primary line of business in factoring the sale of automotive parts or other asset-based lending accessories to retail customers or to commercial auto repair outlets (the "Business"); (d) c. The Executive hereby agrees that during the Executive's employment by the Company and for a period of twenty-four months following the termination of the Executive's employment, the Executive shall not: (i) not without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership or company or other entity any Confidential Information which shall not include information known generally or available to the public or of information not considered confidential by persons engaged in the business conducted by the Company or from disclosure required by law or court order pertaining to the Business except (x) while employed by the Company in the Business and for the benefit of the Company or (y) when required to do so by a court of competent jurisdiction, by any governmental agency, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. (ii) d. The Executive hereby agrees that during the Executive's employment by the Company and for the Applicable Number of Months following the termination of the Executive's employment, the Executive shall not without the prior written consent of the Company solicit or hire away any person who is then an employee of the Company and was an employee of the Company at any time after the Effective Date and prior to termination of the Executive's employment. (e) e. The Executive also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, business strategies, budgets, projections, nonpublic financial information, manuals, policies or other document of the Company, its subsidiaries, affiliates and divisions. (f) f. If the scope of any restriction contained in Section 9(c) 9.b., c. or (d) d. hereof is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceedings brought to enforce such restrictions. (g) g. The Executive acknowledges and agrees that the Company's remedy at law for any breach of the Executive's obligations under this Section 9 (other than Section 9(c)9.b.) may be inadequate, and agrees and consents that temporary and/'or and/or permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision hereof (other than Section 9(c)9.b.), without the necessity of proof of actual damage. In the event of any breach of the provisions of Section 9(c) 9.b. hereof, as liquidated damages and in lieu of any other damages, payments to or actions by the Company, the Executive shall pay to the Company an amount equal to the product of (i) any lump sum payment made to Executive under this Agreement divided by twenty-four multiplied by (ii) twenty-four minus the number of months (including as a whole month any portion thereof) since the Executive's Date of Termination.