Nature of Severance Payments. (a) Noncompete. Employee hereby agrees that: (i) the covenant set ---------- forth in this Section 10 is reasonable in scope and essential to the preservation of the Company's (including any parent or subsidiary of the Company) business; and (ii) the enforcement of such covenant will not preclude Employee from being gainfully employed in such manner and to the extent necessary to provide a standard of living for himself, the members of his family and others dependent upon him. Employee further acknowledges that the nature of the Company's (including any parent or subsidiary of the Company) business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company (including any parent or subsidiary of the Company) during the period ending on the later of (i) thirty-six (36) months following the Effective Date, and (ii) one (1) year after the Employee's termination date, it would be very difficult for the Employee not to rely on or use the Company's (including any parent or subsidiary of the Company) trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company's (including any parent or subsidiary of the Company) trade secrets and confidential information and to protect the Company's (including any parent or subsidiary of the Company) business, Employee agrees and acknowledges that Employee's right to receive the severance payments and benefits set forth in Section 5 (to the extent Employee is otherwise entitled to such payments and benefits) shall be conditioned upon the Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director, advisor or otherwise), nor having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the business of the Company (including any parent or subsidiary of the Company), as determined on the date of Employee's termination of employment; provided that nothing contained in this Agreement shall prevent the Employee from owning less than five percent of the outstanding capital stock of a publicly-traded corporation. Upon any breach of this section and if such breach has not been cured within 30 days after Employee was given notice of such breach by the Company, all severance payments and other benefits pursuant to this Agreement shall immediately cease.
Appears in 7 contracts
Samples: Employment Agreement (Opentv Corp), Employment Agreement (Opentv Corp), Employment Agreement (Opentv Corp)
Nature of Severance Payments. (a) Noncompete. Employee hereby agrees that: (i) the covenant set ---------- forth in this Section 10 is reasonable in scope and essential to the preservation of the Company's (including any parent or subsidiary of the Company) business; and (ii) the enforcement of such covenant will not preclude Employee from being gainfully employed in such manner and to the extent necessary to provide a standard of living for himself, the members of his family and others dependent upon him. Employee further Executive acknowledges that the nature of the ---------- Company's (including any parent or subsidiary of the Company) business is such that if Employee Executive were to become employed by, or substantially involved in, the business of a competitor of the Company (including any parent or subsidiary of the Company) during the period ending on the later of twelve (i) thirty-six (3612) months following the Effective Date, and (ii) one (1) year after termination of Executive's employment with the Employee's termination dateCompany, it would be very difficult for the Employee Executive not to rely on or use the Company's (including any parent or subsidiary of the Company) trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company's (including any parent or subsidiary of the Company) trade secrets and confidential information and to protect the Company's (including any parent or subsidiary of the Company) businessinformation, Employee Executive agrees and acknowledges that EmployeeExecutive's right to receive the severance payments and benefits set forth in Section 5 above (to the extent Employee Executive is otherwise entitled to such payments and benefitspayments) shall be conditioned upon the Employee Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director, advisor director or otherwise), nor having any ownership interest interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company by being engaged in the business manufacture and sale of products materially similar to the Company (including any parent Company's line of products or subsidiary is a material customer of the Company), as determined on including by way of example, Adidas/Salomon, AcrTeryx, Xxxxxx, Xxxx Alpine, Marmot, Moonstone, Mountain Hardware, Nike and Patagonia and any other entities similarly specializing in the date manufacture and sale of Employeeproducts materially similar to the Company's line of products; provided, however, that Executive may enter into a consulting relationship with an entity that competes with the Company following the termination of employment; provided that nothing contained in Executive's employment with the Company without breach of this Agreement shall prevent section if such relationship is mutually agreed to by the Employee from owning less than five percent of the outstanding capital stock of a publicly-traded corporationCompany and Executive. Upon any breach (excluding de minimis breaches which cause no material harm to the Company) of this section and if such breach has not been cured within 30 days after Employee was given notice of such breach by the Companysection, all severance payments and other benefits pursuant to this Agreement shall immediately cease; provided, however, that Executive's actions will not be deemed to be a breach of this section unless the Executive is given the opportunity to cure such actions within thirty (30) days following delivery to the Executive of a written explanation specifying the basis for the Company's beliefs with respect to such events and he fails to cure such actions within such time. Ownership of less than 3% of the outstanding voting stock of a publicly traded corporation will not constitute a violation of this provision.
Appears in 1 contract
