Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (Vodavi Technology Inc), Employment Agreement (Vodavi Technology Inc), Employment Agreement (Vodavi Technology Inc)
Interests to be Protected. For purposes of this SECTION Section 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (Vodavi Technology Inc), Employment Agreement (Vodavi Technology Inc), Employment Agreement (Vodavi Technology Inc)
Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee Executive’s employment, Executive will perform essential services for Employer during Rural/Metro, its employees and shareholders, and for clients of Rural/Metro. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with Rural/Metro’s clients on a first-hand basis (including, due to Executive’s senior position with Rural/Metro, clients in areas with respect to which Executive may not have direct operational or other responsibility), and Executive will gain valuable insight as to the term of Employee's employment with Employerclients’ operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of Rural/Metro’s Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer Rural/Metro have been trained by by, and are valuable to Employer Rural/Metro, and that Employer will incur substantial expense in recruiting and training personnel if it Rural/Metro must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with Rural/Metro in any manner whatsoever, it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoeverRural/Metro’s business. The parties acknowledge that these covenants set forth throughout this covenant has Section 11 have an extended duration; however, they agree that this covenant is reasonable, these covenants are reasonable and it is necessary for the protection of Employer, its stockholders, and employeesthe legitimate business interests of Rural/Metro. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedExecutive should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 4 contracts
Samples: Employment Agreement (Rural Metro Corp /De/), Employment Agreement (Rural Metro Corp /De/), Employment Agreement (Rural/Metro Corp /De/)
Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its employees, and its stockholders during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by by, and are valuable to to, Employer and that Employer will incur substantial expense in recruiting and training personnel expenses if it Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's ’s business should Employee compete with Employer in any manner whatsoever. Accordingly, in consideration of Employer’s promise herein to provide certain benefits to Employee following termination of employment under certain circumstances, Employee agrees to the following covenants. The parties acknowledge that this covenant has these covenants have an extended duration; however, they agree that this covenant is reasonable, the covenants are reasonable and it is are necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his Employee’s employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 2 contracts
Samples: Severance and Noncompetition Agreement (YouChange Holdings Corp), Severance and Noncompetition Agreement (YouChange Holdings Corp)
Interests to be Protected. For purposes of this SECTION Section 5, the term "“Employer" ” shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by and are valuable to Employer and that Employer will incur substantial expense in recruiting and training personnel if it must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's ’s business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Vodavi Technology Inc), Employment Agreement (Vodavi Technology Inc)
Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its subsidiaries, its employees, and its stockholders during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer and its subsidiaries have been trained by by, and are valuable to to, Employer and its subsidiaries and that Employer and its subsidiaries will incur substantial expense in recruiting and training personnel expenses if it Employer or its subsidiaries must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's the business of Employer and its subsidiaries should Employee compete with Employer or any of its subsidiaries in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employer, its subsidiaries, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Smith & Wesson Holding Corp)
Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its subsidiaries, its employees, and its stockholders during the term of Employee's ’s employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer and its subsidiaries have been trained by by, and are valuable to to, Employer and its subsidiaries and that Employer and its subsidiaries will incur substantial expense in recruiting and training personnel expenses if it Employer or its subsidiaries must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business of Employer and its subsidiaries should Employee compete with Employer or any of its subsidiaries in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employer, its subsidiaries, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment with Employer is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 1 contract
Samples: Severance and Change in Control Agreement (Smith & Wesson Holding Corp)
Interests to be Protected. For purposes of this SECTION 5, the term "Employer" shall include Vodavi Technology, Inc. and any entity The parties acknowledge that is a direct or indirect subsidiary of Vodavi Technology, Inc. during the term of this Agreement. The parties acknowledge that Employee his employment, Executive will perform essential services for Employer during AAGH, its employees and shareholders, and for clients of AAGH. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with AAGH's clients on a first-hand basis and will gain valuable insight as to the term of Employee's employment with Employerclients' operations, personnel and need for services. Employee In addition, Executive will be exposed to, have access to, and be required to work with with, a considerable amount of AAGH's Confidential Information (as defined below)and Proprietary Information. The parties also expressly recognize and acknowledge that the personnel of Employer AAGH have been trained by by, and are valuable to Employer AAGH, and that Employer will incur substantial expense in recruiting and training personnel if it AAGH must hire new personnel or retrain existing personnel to fill vacanciesvacancies it will incur substantial expense in recruiting and training such personnel. The parties also expressly recognize that should Executive compete with AAGH in any manner whatsoever, it could seriously impair the goodwill and diminish the value of EmployerAAGH's business should Employee compete with Employer in any manner whatsoeverbusiness. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of EmployerAAGH, its stockholders, shareholders and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee Executive if his employment with Employer is terminatedhe should terminate, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the "Covenant-Not-To-Compete") are fair and reasonable and are entered into freely, voluntarily, voluntarily and knowinglyknowingly entered into. FurthermoreFurther, each party was has been given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 1 contract
Interests to be Protected. For purposes of As used in this SECTION Section 5, the term "Employer" shall include Vodavi TechnologyEmployer, Inc. Action, and any entity that is a direct of Action's other wholly or indirect subsidiary partially owned subsidiaries as of Vodavi Technology, Inc. during the term date of this Agreement or formed or acquired after the date of this Agreement. The parties acknowledge that Employee will perform essential services for Employer Employer, its employees, and its stockholders during the term of Employee's employment with Employer. Employee will be exposed to, have access to, and be required to work with with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by by, and are valuable to to, Employer and that Employer will incur substantial expense in recruiting and training personnel expenses if it Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties also expressly recognize that it could seriously impair the goodwill and diminish the value of Employer's business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable, reasonable and it is necessary for the protection of Employer, its stockholders, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if he should terminate his employment with Employer is terminatedemployment, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.
Appears in 1 contract