Common use of Non-Compete and Related Covenants Clause in Contracts

Non-Compete and Related Covenants. If (i) Executive terminates his employment with Good Reason, or (ii) the Company terminates Executive's employment with or without Cause, or Executive terminates without Good Reason, and in either case, the Company makes the election set forth in Section 5(f), or (iii) the Executive terminates his employment within the ninety-day period immediately following the date that is three (3) months following a Change of Control, then for a period of one year following the Date of Termination (such period the "Post-Termination Non-Compete Period"), Executive shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an "Entity") directly or indirectly engaged in the Business. Further, during the Post-Termination Non-Compete Period, Executive shall not, directly or indirectly, on his behalf or on another's behalf: (i) solicit the Company's or its affiliates' clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates; (iii) Executive understands that Company's name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the "Company Accounts") and the investment performance of any Company Account are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the Post-Termination Non-Compete Period, Executive agrees that he will not, directly or indirectly, on his behalf or another's behalf: (A) refer to the Company, "Westwood," "Westwood Holdings Group," "Westwood Funds," or any other name used by the Company, any Company Account or the investment performance thereof, or Executive's prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or (B) maintain a relationship of the type described herein with any Entity which refers to the Company, any Company Account or the investment performance thereof, or Executive's prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity. (iv) Notwithstanding the foregoing, nothing in this paragraph (d) shall prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company, or (ii) reference to such information is otherwise required by law. The Company and Executive agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which "is otherwise required by law" within the meaning of said clause (ii). In addition, this Section 10(d) shall not prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding shares of any class of securities of an Entity whose securities are publicly traded, so long as Executive does not have any active participation in the business of such Entity.

Non-Compete and Related Covenants. If (i) Executive terminates his employment with Good Reason, or (ii) During the Company terminates term of Executive's employment with hereunder and, in the event that Executive's employment is (x) terminated by the Company without Cause or without Causeupon nonrenewal of this Agreement by the Company, (y) terminated by Executive for Good Reason or (z) terminated by the Company for Cause or Executive terminates without Good Reason, Reason or due to the nonrenewal of this Agreement by Executive and in either case, the Company makes the election set forth in elects pursuant to Section 5(f)5(g) for these covenants to apply, or (iii) the Executive terminates his employment within the ninety-day for an additional period immediately following the date that is of three (3) months following a Change of Control, then for a period of one year following the Date of Termination (or, if shorter, the Elective Non-Compete Period) (such period the "Post-Termination Non-Compete Period"), Executive shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an "Entity") directly or indirectly engaged in the Business. Further, during for a period of one year following the Post-Termination Non-Compete PeriodDate of Termination, Executive shall not, directly or indirectly, on his behalf or on another's behalf: (i) solicit the Company's or its affiliates' clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates; (iii) Executive understands that Company's name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the "Company Accounts") and the investment performance of any Company Account are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the Post-Termination Non-Compete Period, Executive agrees that he will not, directly or indirectly, on his behalf or another's behalf: (A) refer intentionally, recklessly or with willful disregard, violate any then applicable SEC rule or regulation or Global Investment Performance Standards (GIPS) relating to the Companyuse of the investment performance of any Company fund or account managed by the Company in any materials that are distributed in newspapers, "Westwood," "Westwood Holdings Group," "Westwood Funds," magazines, or in other public media, or in brochures, letters, or any other name used by the Company, any Company Account written or the investment performance thereof, or Executive's prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or (B) maintain a relationship of the type described herein with any Entity which refers electronic material addressed to the Company, any Company Account or the investment performance thereof, or Executive's prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activitymore than one prospective client. . (iv) Notwithstanding the foregoing, nothing in this paragraph (d) shall prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company, or (ii) reference to such information is otherwise required by law. The Company and Executive agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which "is otherwise required by law" within the meaning of said clause (ii). In addition, this Section 10(d) shall not prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding shares of any class of securities of an Entity whose securities are publicly traded, so long as Executive does not have any active participation in the business of such Entity.

Non-Compete and Related Covenants. If (i) Executive terminates his employment with Good Reason, or (ii) During the Company terminates term of Executive's employment with hereunder and, in the event that Executive's employment is (x) terminated by the Company without Cause or without Causeupon nonrenewal of this Agreement by the Company, (y) terminated by Executive for Good Reason or (z) terminated by the Company for Cause or Executive terminates without Good Reason, Reason or due to the nonrenewal of this Agreement by Executive and in either case, the Company makes the election set forth in elects pursuant to Section 5(f)5(g) for these covenants to apply, or (iii) the Executive terminates his employment within the ninety-day period immediately following the date that is three (3) months following a Change of Control, then for a an additional period of one year following the Date of Termination (or, if shorter, the Elective Noncompete Period) (such period the "Post-Termination Non-Compete Period"), Executive shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an "Entity") directly or indirectly engaged in the Business. Further, during the Post-Termination Non-Compete Period, Executive shall not, directly or indirectly, on his behalf or on another's behalf: (i) solicit the Company's or its affiliates' clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates; (iii) Executive understands that Company's name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the "Company Accounts") and the investment performance of any Company Account are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the Post-Termination Non-Non Compete Period, Executive agrees that he will not, directly or indirectly, on his behalf or another's behalf: (A) refer to the Company, "Westwood," "Westwood Holdings Group," "Westwood Funds," "Westwood Trust," or any other name used by the Company, any Company Account or the investment performance thereof, or Executive's prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or (B) maintain a relationship of the type described herein with any Entity which that refers to the Company, any Company Account or the investment performance thereof, or Executive's prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which that is a Competing Activity. (iv) Notwithstanding the foregoing, nothing in this paragraph (d10(d) shall prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company, or (ii) reference to such information is otherwise required by law. The Company and Executive agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which "is otherwise required by law" within the meaning of said clause (ii). In addition, this Section 10(d) shall not prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding shares of any class of securities of an Entity whose securities are publicly traded, so long as Executive does not have any active participation in the business of such Entity.

Non-Compete and Related Covenants. If (i) the Executive terminates his her employment with Good Reason, or (ii) the Company terminates the Executive's employment with or without Cause, or the Executive terminates without Good Reason, and in either case, the Company makes the election set forth in Section 5(f), or (iii) the Executive terminates his her employment within the ninety-day period immediately following the date that is three (3) months following a Change of Control, then for a period of one year following the Date of Termination (such period the "Post-Termination Non-Compete Period"), Executive shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an "Entity") directly or indirectly engaged in the Business. Further, during the Post-Termination Non-Compete Period, Executive shall not, directly or indirectly, on his her behalf or on another's behalf: (i) solicit the Company's or its affiliates' clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates;. (iii) Executive understands that Company's name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the "Company Accounts") and the investment performance of any Company Account are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the Post-Termination Non-Compete Period, Executive agrees that he she will not, directly or indirectly, on his her behalf or another's behalf: (A) refer to the Company, "Westwood," "Westwood Holdings Group," "Westwood Funds," or any other name used by the Company, any Company Account or the investment performance thereof, or Executive's prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or (B) maintain a relationship of the type described herein with any Entity which refers to the Company, any Company Account or the investment performance thereof, or Executive's prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity. (iv) Notwithstanding the foregoing, nothing in this paragraph (d) shall prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company, or (ii) reference to such information is otherwise required by law. The Company and Executive agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which "is otherwise required by law" within the meaning of said clause (ii). In addition, this Section 10(d) shall not prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding shares of any class of securities of an Entity whose securities are publicly traded, so long as Executive does not have any active participation in the business of such Entity.

Non-Compete and Related Covenants. If (i) Executive terminates his employment with Good Reason, or (ii) the Company terminates Executive's ’s employment with or without Cause, or Executive terminates without Good Reason, and in either case, the Company makes the election set forth in Section 5(fS(t), or (iii) the Executive terminates his employment within the ninety-day period immediately following the date that is three (3) months following a Change of Control, then for a period of one year following the Date of Termination (such period the "“Post-Termination Non-Compete Period"”), Executive shall not engage in, or own or control any interest in, or act as an officer, director or employee of, or consultant, advisor or lender to any firm, corporation, institution, business or entity (each an "“Entity"”) directly or indirectly engaged in the Business. Further, during the Post-Termination Non-Compete Period, Executive shall not, directly or indirectly, on his behalf or on another's ’s behalf: (i) solicit the Company's ’s or its affiliates' ’ clients to provide, offer to provide, or provide to any such clients, services or products of the kind generally offered or provided by Company or its affiliates; or (ii) solicit, induce or encourage any person who is then in the employ of the Company to leave his or her employment, agency or office with Company, or employ or be employed with any such person or persons, for the purpose of providing or offering to provide, services or products of the kind generally offered by Company or its affiliates; (iii) Executive understands that Company's ’s name, the name of any Funds and accounts managed by the Company (such proprietary Funds, accounts and any other client account managed by the Company, the "“Company Accounts"”) and the investment performance of any Company Account are extremely valuable and are the result of the expenditure of substantial time, effort and resources by the Company. Therefore, during the Post-Termination Non-Non Compete Period, Executive agrees that he will not, directly or indirectly, on his behalf or another's ’s behalf: (A) refer to the Company, "“Westwood," "” “Westwood Holdings Group," "” “Westwood Funds," ” “Westwood Trust,” or any other name used by the Company, any Company Account or the investment performance thereof, or Executive's ’s prior association with the Company or its affiliates or any Company Account in any public filing or in any advertisement or marketing of any service or product which is a Competing Activity; or (B) maintain a relationship of the type described herein with any Entity which that refers to the Company, any Company Account or the investment performance thereof, or Executive's ’s prior association with Company or any Company Account in any public filing or in any advertisement or marketing of any service or product which that is a Competing Activity. (iv) Notwithstanding the foregoing, nothing in this paragraph (d) shall prohibit Executive or any other person or Entity from referring to information described in said paragraphs, provided such reference is not made in advertising or marketing in newspapers, magazines, trade journals or other public media, or direct advertising or marketing materials, and such information is limited to the extent that (i) such information is contained in any SEC filings previously made by the Company, or (ii) reference to such information is otherwise required by law. The Company and Executive agree that, based on applicable rules, regulations and court decisions in effect as of the date this Agreement is entered into, information relating to the investment performance of any Company Account is not information reference to which "“is otherwise required by law" ” within the meaning of said clause (ii). In addition, this Section 10(d1O(d) shall not prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding shares of any class of securities of an Entity whose securities are publicly traded, so long as Executive does not have any active participation in the business of such Entity.