Non-Compete Consideration Sample Clauses
A Non-Compete Consideration clause defines the compensation or benefit provided to an individual in exchange for agreeing not to engage in competing activities with the business. Typically, this may involve a monetary payment, continued employment, or other valuable consideration offered to the employee or contractor as a condition for their commitment to refrain from working with competitors or starting a similar business for a specified period and within a certain geographic area. The core function of this clause is to ensure that the non-compete agreement is legally enforceable by demonstrating that the individual received something of value in return for their promise, thereby addressing potential challenges regarding the validity of the restriction.
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Non-Compete Consideration a. During the Non-Competition Period, you shall not engage in Competition (as defined below) with the Corporation. For purposes of this Agreement, “Competition” by you shall mean your engaging in, or otherwise directly or indirectly being employed by or acting as a consultant to, or being a director, officer, employee, principal, agent, stockholder, member, owner, joint venturer or partner of, or permitting the your name to be used in connection with the competitive activities of any other business or organization in competition with the business of the Corporation as the same shall be constituted on the date of the Change in Control; provided that it shall not be a violation of this Agreement for you to: (i) become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that you do not actively participate in the business of such corporation until the expiration of the Non-Competition Period; (ii) be involved with the activities of any other business or organization which did not compete, directly or indirectly, with the business of the Corporation as the same shall be constituted on the date of the Change in Control; or (iii) be engaged in any business from which the Corporation derives no more than five percent (5%) of its revenues if you were not directly engaged in such business at the Corporation prior to the Date of Termination.
b. Without limiting the generality of the foregoing, during the Non-Competition Period, you agree that you will not, directly or indirectly, for your benefit or for the benefit of any other person, firm or entity, do any of the following:
(i) solicit from any customer doing business with the Corporation, business of the same or of a similar nature to the business conducted between the Corporation and such customer; or
(ii) solicit the employment or services of, or hire, any person who at the time is employed by or a consultant to the Corporation.
(iii) solicit the services of any consultant engaged in competitive activities for the Corporation.
c. In consideration for your agreement to the provisions of this paragraph 7, the Corporation shall pay you, not later than the fifth (5th) day following the Date of Termination an amount equal to the sum of the following:
(i) the greater of your annual base compensation which was payable to you by the Corporation immediately prior to the Da...
Non-Compete Consideration. As additional consideration for the Employee's observance of the non-compete covenant set forth in Subsection 6(a), the Company has granted to Employee incentive stock options to purchase shares of the Company's common stock.
Non-Compete Consideration. Upon commencement of work Employee will receive the sum of $5,000.00 as additional consideration for entering into this Agreement and being bound by its restrictive covenants. It is understood that this consideration is in addition to all other consideration contained herein.
Non-Compete Consideration. In consideration for your undertakings hereunder, Capital One shall provide you the following payments and benefits (the “Non-Compete Consideration”):
(a) Capital One will pay you $1,426,500, which is consistent with the penultimate sentence of paragraph 2(a) of the Prior NCA (the “Initial NCA Payment”), as modified to comply with Section 409A of the Code (i.e., with (i) an amount equal to the two times the limitation in effect under section 401(a)(17) of the Internal Revenue Code as in effect on the Termination Date, payable within 30 days following the second anniversary of the Termination Date and (ii) the balance paid to you six (6) months and one day following the Termination Date). In addition, Capital One shall pay you $5.3 million in 36 equal monthly installments commencing in the month following the second anniversary of the Termination Date (the “Additional NCA Payment”). In the event of your death during the Non-Competition Period, your designated beneficiary (which shall be your then-current spouse if you have not designated a beneficiary in writing) shall be entitled to receive any unpaid payments under this paragraph, which shall be paid in a lump sum within 60 days after your death.
(b) In the event you elect “COBRA” coverage, Capital One will assume the cost of the employer’s portion of the monthly premium and the 2% COBRA administrative fee for each month you are enrolled through the end of the eighteenth month following the Termination Date (the “COBRA Period”), and you will pay the remaining balance of the COBRA premium directly to the COBRA administrator. Should you become covered under another party’s health insurance plan between your Termination Date and the end of the COBRA Period, such payments by Capital One shall immediately be terminated. You agree to notify Capital One immediately of the date that you become eligible to receive health insurance coverage from another party. In addition, if you remain eligible for COBRA through the end of the eighteen (18) month period following your Termination Date or if you die before the end of such period while still eligible for COBRA, Capital One will permit you or your surviving spouse to continue to purchase health coverage on the same basis as COBRA enrollees until the fifth anniversary of your Termination Date (and your surviving spouse to continue such coverage through such fifth anniversary if you die before such anniversary).
Non-Compete Consideration. The Company shall pay the Employee, in consideration for the Employee’s assent to and performance under the non-competition, non-disparagement, non-solicitation and confidentiality provisions herein, a one-time payment of $125,000 (the “Non-Compete Consideration”) within 5 days of the Bankruptcy Court’s approval of this Agreement.
Non-Compete Consideration. Subject to Sections 4 and 11 hereof, PMC will pay to you an aggregate amount equal to (i) one year of your current base salary and (ii) one year of the Short Term Incentive Program annual bonus at your individual target of 70% of base salary with all performance components factored at 100%, less all taxes and other applicable withholdings, with such aggregate amount to be paid to you in five (5) substantially equal installments on the following dates:
1. January 10, 2015
2. March 10, 2015
3. June 10, 2015
4. September 10, 2015; and
5. December 10, 2015.
Non-Compete Consideration. For his covenant not to compete, which is an integral part of this Agreement, the Company is paying Employee, or his designee, the following:
(a) $50,000.00 in cash, receipt of which is acknowledged, and a common stock allotment of 50,000 shares which the Company undertakes to register and deliver by August 31, 1996.
(b) The equivalent of $500,000.00 in the form of shares of its common stock which the Company agrees to register by August 31, 1996. The value of said shares shall be based upon the average price for the five (5) trading days immediately preceding the delivery of the shares, subject to a discount of Twenty Percent (20%) -- Example: Assuming an average 5-day price of $1.00 less a discount of 20% = $0.80 divided into $500,000.00 = 625,000 shares. Employee agrees to deliver all of the shares described in this section "(b)" to a registered broker acceptable to the Company. Employee will advise said broker that single week sales are limited to a maximum of 1/13 of the total shares delivered on a non-cumulative basis. These sales should not be construed as an obligation of employee to sell any minimum number of shares. Employee will also instruct his broker to furnish simultaneous confirmation of each sales transaction to the Company.