Executives Restrictive Covenants Clause Samples
Executives Restrictive Covenants. As a paramount inducement to Syntro to enter into this Executive Employment Agreement and to agree to pay to the Executive his (her) regular compensation, bonuses and the other payments and fringe benefits provided hereunder, and in view of the Executive's services and his (her) access to the confidential information described above, the Executive agrees that during the period of his (her) employment by Syntro and for a period of 12 months after termination of his (her) employment, for any reason whatsoever with Syntro, other than a Syntro Cause or by Syntro without Executive Cause, or the balance of the time remaining of such original stated period from the date of the entry by a court of competent jurisdiction of a final non-appealable judgment or order enforcing the subject covenant, the Executive will not, directly or indirectly, on his (her) own account, or as an employee, consultant, adviser, partner, co-venturer, owner, member, manager, officer, director or stockholder of any other person, firm, partnership, limited liability company, or corporation: (i) conduct, engage in, be connected with, or directly aid or assist as a member of or consultant to management anyone else to engage in, a business directly competitive with the vaccine product line of Syntro throughout the United States of America, its territories, possessions, protectorates and commonwealths; so long as and provided Syntro products are sold in the territory described above during said applicable period of time (the foregoing is not intended to preclude the Executive from pursuing other opportunities in the animal health industry); nor (ii) during such time, directly or indirectly, sell or solicit sales for products competitive with those of Syntro, or to service, consult with, divert, take away, transfer or interfere with any of the collaborative partners or customers of Syntro; nor (iii) during such time, directly or indirectly, for himself (herself) or on behalf of any other person or entity in which he (she) shall have any direct or indirect business or employment interest (collectively an "affiliated entity"), induce or attempt to induce any present or future management or other key employee of Syntro to leave the employ of Syntro and/or to seek or accept employment with the Executive or any affiliated entity, nor shall he (she) negotiate with any such employee in the employ of Syntro with respect to such person's present or future employment outside of Syntro. However, nothing h...
Executives Restrictive Covenants. 7.1 Executive acknowledges that during the course of Executive’s employment with Shire, Executive will receive and have access to Confidential Information and Executive will also receive and have access to detailed employee data and information relating to the operations and business of Shire and accordingly, Executive is willing to enter into the covenants described in this Section 7 in order to provide Shire with what Executive considers to be reasonable protection for those interests.
7.2 Executive covenants and agrees that during the Employment Period and for a period of one year following the date on which the Notice of Termination is provided (which period shall be inclusive of the Notice Period (as defined in Section 9.1 below)) (collectively, the “Restricted Period”), regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, engage in any business or activity or render service, whether as principal, agent, officer, director, employee, consultant or otherwise, with or to any person, business, corporation or other entity that engages in the research, development, production, licensing, marketing, sale or supply of any product or service that is similar in kind, type or purpose to any product or service offered in or under development by Shire at any time during Executive’s last 12 months of active employment with Shire (“Restricted Business”); provided however, that this Section 7.2 shall not prohibit Executive from acquiring, solely as an investment and through open market purchases, securities of any entity which are publicly traded, so long as Executive is not part of any control group of such entity, and such securities do not constitute more than five percent (5%) of the outstanding voting power of that entity.
7.3 During the Restricted Period, regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, solicit, divert, or attempt to solicit or divert, or accept Restricted Business from, any customer or account, or prospective customer or account, of Shire with whom Executive or those employees who reported, directly or indirectly, to Executive had contact at any time during the last 12 months of Executive’s active employment with Shire.
7.4 During the Restricted Period, regardless of whether the termination is initiated by Executive or Shire, Executive will not, directly or indirectly, solicit, or assist or encourage the solicit...
Executives Restrictive Covenants. Executive’s employment with the Company is conditioned upon his signing the Company’s Intellectual Property and Confidentiality Agreement (“IPCA”), a copy of which is attached as Exhibit A to this Agreement.
Executives Restrictive Covenants. As a condition of this Agreement and condition precedent to Executive receiving any severance under this Agreement, Executive agrees to the Restrictive Covenants set forth in Exhibit A. 8. Section 409A. This Agreement is intended to comply with Section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if Executive is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amount shall be paid in a lump-sum payment within ten (10) days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. If the Company determines that a payment hereunder constitutes nonqualified deferred compensation subject to Section 409A of the Code, in no event shall the timing of Executive’s execution of a Release result in Executive designating, directly or indirectly, the calendar year of payment, and if the payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
Executives Restrictive Covenants. A. Jabil is the owner and possessor of numerous trade secrets and highly-sensitive business information about its finances, operations, business development / acquisition / divestiture / merger methods and strategies, customers (and potential customers), vendors (and potential vendors), employees, contractors and consultants and other matters that could be valuable to Jabil’s competitors. Executive is in possession of such sensitive information acquired during his Jabil employment and, further, he has developed valuable contacts and relationships with Jabil customers (and potential customers), vendors (and potential vendors), acquisition targets and representatives, employees, contractors and consultants. Therefore, commencing on the Separation Date and continuing until December 31, 2019, Executive will not, without the prior written consent of Jabil:
i. Be employed by, be engaged as a consultant or contractor to or agent for, sit on the board of directors of, or otherwise in any capacity provide services, information or advice to: (a) Benchmark Electronics, Inc.; Celestica, Inc.; Flextronics International Ltd.; Foxconn/Hon Hai Precision Industry Company, Ltd.; Plexus Corp., Sanmina-SCI, Wistron Corporation, Catcher Technology Co., Ltd., Gerresheimer AG, Quanta Computer, Inc., Zeniya Aluminum Engineering, Ltd., HE ▇▇▇▇▇ Precision Metal (Suzhou) Co., Ltd., Jie Shun Electronics, Ltd., Kunshan Hanwei Automation Equipment Co., Ltd., Kunshan Jinqunli Precision Components Co., Ltd., Langfang Company, Ltd., ▇▇▇▇ ▇▇▇▇ / Mega Precision Technology Limited; Suzhou HiSen Precision Machinery, Suzhou Jieshun Hardware Co., Ltd., Suzhou ▇▇▇▇ ▇▇▇ Technology Co., Ltd., XJS Electronics Manufacturing Company Ltd., Zechang Technology (Shenzhen) Co., Ltd., BYD Company, Ltd., Hi-P (Shanghai) Metal Industries Co., Ltd.; and Pegatron Corporation, or any of their current or future parents, subsidiaries, divisions, or direct or indirect affiliates (“affiliates” to include any entity in which the named entity has or from time to time may have a majority equity interest), or (b) any company, business or enterprise, or any of their current or future parents, subsidiaries, divisions, or direct or indirect affiliates (“affiliates” to include any entity in which the named entity has or from time to time may have a majority equity interest), including self-employment, that competes with Jabil’s global business operations now or which may become part of Jabil prior to December 31, 2019. Exe...
Executives Restrictive Covenants. As an inducement to Wave to enter into this Employment Agreement and to agree to pay to the Executive his regular compensation, bonuses and other payments and fringe benefits provided hereunder, and in view of the Executive's services and his access to confidential information, Executive agrees that during the period of his employment by Wave and for a period of 12 months after termination of this employment, for any reason other than a Wave Cause or by Wave without Executive Cause, the Executive will not, directly or indirectly, on his own account, or as an employee, consultant, adviser, partner, co-venturer, owner, member, manager, officer, director or stockholder of any other person, firm, partnership, limited liability company, or corporation:
(i) conduct, engage in, be connected with, or directly aid or assist as a member of or consultant to management anyone else to engage in, a business directly competitive with Wave throughout the United States of America,
(ii) during such time, directly or indirectly, for himself or on behalf of any other person or entity in which he shall have any direct or indirect business or employment interest (collectively an "affiliated entity"), induce or attempt to induce any present or future management or other key employee of Wave to leave the employ of Wave and/or to seek or accept employment with the Executive or any affiliated entity, nor shall he negotiate with any such employee in the employ of Wave with respect to such person's present or future employment outside of Wave. Nothing herein contained shall prevent the Executive from purchasing and owning stock in any corporation listed on any stock exchange or traded in the over-the-counter market provided such purchases shall not result in the Executive owning in the aggregate directly or beneficially, five percent (5%) or more of the equity securities of any corporation or other entity engaged in a business which is competitive to that of Wave. The Executive further agrees that, in view of the present scope of Wave's business activities, the time periods, territory and scope of activities specified above describe the minimum reasonable time, area and scope of activities necessary to protect Wave and its successors and assigns, in the use of the good will of the business to be conducted by Wave, and therefore he agrees that Wave, in case of violation of this Paragraph 9(b), may have injunctive relief, without bond (but upon due notice) in addition to such other rel...
Executives Restrictive Covenants. As a condition to, and in consideration of, Company's obligations to pay the amounts set forth in paragraph "2" of this above, Executive agrees to comply with the restrictive covenants set forth in Section 12 of the Employment Agreement, and the provisions of the Employment Agreement that specifically survive termination of the Employment Agreement.
Executives Restrictive Covenants