Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows: (a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. (b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory. (c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business. (d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. (e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 7 contracts
Samples: Employment Agreement (Greenfield Online Inc), Employment Agreement (Greenfield Online Inc), Employment Agreement (Greenfield Online Inc)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a9(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a9(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 4 contracts
Samples: Employment Agreement (Greenfield Online Inc), Employment Agreement (Greenfield Online Inc), Employment Agreement (Greenfield Online Inc)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the such Executive's employment association with the CompanyCompany or any of its Subsidiaries, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the CompanyCompany and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Closing Date, the Executive covenants and agrees as follows:to comply with the terms and provisions set forth in this Section 9.
(a) The Executive acknowledges that the Company and its Subsidiaries currently conducts conduct the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date period (the "Non-Compete Period")) commencing on the Closing Date and ending on (x) in the case of a termination for any reason except Expiration, the first anniversary of the Termination Date, or (y) in the case of an Expiration, the Termination Date, the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a9(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provisionthis Section 9(a), and to add or delete specific words or phrases to or from the provisionphrases. The provision This Section 9
(a) as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the The Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, covenants and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event agrees that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverPeriod, the Executive will not, directly or indirectly, either for himself or for any other Person (Ai) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (Bii) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, Subsidiaries or (ciii) take any action that may intended to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(dc) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of under this Agreement and the Company and as otherwise provided hereunder or as described in the recitals hereto Recapitalization Agreement to clearly justify such restrictions which, in any event (given his educationevent, skills and ability), the Executive he does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 3 contracts
Samples: Employment Agreement (Huntsman Packaging of Canada LLC), Employment Agreement (Huntsman Packaging of Canada LLC), Employment Agreement (Huntsman Packaging of Canada LLC)
Non-Compete; Non-Solicitation; Non-Disparagement. (a) The Parties acknowledge and agree that the Business is intensely competitive. In connection with the Executive’s operation of the Business the Executive acknowledges will gain specialized knowledge of the Business and agrees additionally based on the Company’s promise to provide the Executive Trade Secrets and other Confidential Information and associated goodwill, which is not generally publicly available, and that the disclosure of those Trade Secrets and Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage to the Company. The Parties acknowledge and agree that by virtue of the Executive’s specialized knowledge in the Business and the employment relationship with the Company thatcontemplated by this Agreement, during the course of the Executive's employment with ’s services will be of special, unique, and extraordinary value to the Company. Therefore, as an inducement to enter into this Agreement and ancillary to the Executive has had and will Company’s promise to continue to have provide Confidential Information, Trade Secrets, and Work Product in exchange for the opportunity Executive’s promise not to develop relationships with existing employees, customers disclose the same and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of in order to protect the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly’s legitimate business interests, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof Employment Period and continuing until the first (1st) anniversary of after the Termination Date regardless of the reason for termination (collectively, the "Non-Compete “Restricted Period"”) (subject to automatic extension by one day for each day the Executive is in violation of this Section 9(a)), the Executive he shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult withthrough third-parties, or have a financial in any manner for herself or other interest inothers, whether or not for profit, anywhere within the Restricted Area:
(i) engage, in any business which competes way or couldto any extent, in the reasonable judgment of the BoardBusiness;
(ii) whether as a lender, be deemed to be in competition withcreditor, at the time in questionpartner, the Company within the Territoryshareholder, whether for or by himself or as an independent contractormember, employee, principal, consultant, agent, stockholdertrustee, partner or joint venturer for in any other Person. To capacity, own, manage, control or participate in the ownership, management or control of, or render services directly related to, any person, corporation, partnership, proprietorship, firm, association or other business entity engaged in any way and to any extent in the Business or any other activities that compete with the covenant provided for Company in this Section 8(athe Business;
(iii) may later be deemed by a court induce, request or encourage any employee, consultant, officer or director of Company to terminate any such relationship with the Company;
(iv) employ, cause to be too broad to be enforced with respect to its duration employed, or with respect to assist in or solicit the employment of any particular activity employee, consultant, officer or geographic area, the court making such determination shall have the power to reduce the duration or scope director of the provisionCompany while any such person is providing services to the Company or within three (3) months after any such person ceases providing services to the Company; provided that this restriction shall not prevent conducting general employment searches or solicitations not directed at the Company employees, and consultants, officers or directors; or
(v) solicit, divert or appropriate, or assist in or attempt to add solicit, divert or delete specific words appropriate, any customer or phrases to supplier, or from any potential customer or supplier, of the provision. The provision as modified shall then be enforcedCompany for the purpose of competing with the Business.
(bvi) Notwithstanding As used in this Agreement, “solicitation” (or to “solicit”) includes all forms of pursuing, encouraging, or inducing a desired response regardless of which Party first initiates contact.
(vii) As used in this Agreement “Restricted Area” shall mean that geographical territory in which the foregoing, the aggregate ownership by Company conducts its Business and where the Executive oversees the performance of no more than two percent (on a fully-diluted basis) such Business, including without limitation the state of Texas and Oklahoma. Notwithstanding any provision of this Agreement to the outstanding equity contrary, each Principal may own, directly or indirectly, securities of any Person, which entity having a class of securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held registered pursuant to the first sentence Securities Exchange Act of this Section 8(b1934, as amended (the “Exchange Act”)) , which engages in such Person within 15 days after such Person enters into such a business that competes competitive with the Company within the Territory.
(c) The Executive covenants and agrees thatBusiness, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will provided that each Principal does not, directly or indirectly, either for himself individually or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event aggregate (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning including without limitation by being a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result member of a material breach by group within the Company meaning of Rule 13d-5 under the Exchange Act) own beneficially or of record more than five percent (5%) of any class of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders securities of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executivesuch entity.
Appears in 3 contracts
Samples: Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III), Executive Employment Agreement (Andina Acquisition Corp. III)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that that, in the course of employment with the Company currently conducts and/or its affiliates, he has and will become familiar with the Subject Business throughout Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the world (Company and its predecessors and affiliates and that his services have been and will be of special, unique and extraordinary value to the "Territory")Company and its affiliates. AccordinglyTherefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the term hereof Employment Period and until for one (1) year thereafter (collectively, the first anniversary “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the "Non-Compete Period"“Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by prohibit the Executive from being a passive owner of no not more than two one percent (on a fully-diluted basis1%) of the outstanding equity securities stock of any Personclass of a corporation which is publicly traded that is engaged in the Business, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which so long as the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) no active participation in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a livingcorporation.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 2 contracts
Samples: Employment Agreement (Tonix Pharmaceuticals Holding Corp.), Employment Agreement (Tamandare Explorations Inc.)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's employment with Distribution and with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world North America (the "Territory"). Accordingly, during the term hereof and until the first anniversary of one year from the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, engages in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company Subject Business within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer ventures for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a line of business during the Non-Compete Period that competes with the Company or engages in the Subject Business within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such line of business that competes with the Company or the engages in the Subject Business within the Territory.
(c) The Executive covenants and agrees that, that during the period commencing with the Effective Date and ending on the first third anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverTermination Date, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee or consultant of the Company or any of its Subsidiaries to terminate his or her employment or consulting relationship with the Company or any of its Subsidiaries or employ any such individual during his or her employment or consulting relationship with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 2 contracts
Samples: Employment Agreement (National Waterworks Inc), Employment Agreement (National Waterworks Inc)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the such Executive's employment ’s association with the CompanyCompany or any of its Subsidiaries, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the CompanyCompany and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Agreement Date, the Executive covenants and agrees as follows:to comply with the terms and provisions set forth in this Section 8.
(a) The Executive acknowledges that the Company and its Subsidiaries currently conducts conduct the Subject Business throughout the world (the "“Territory"”). Accordingly, during the term hereof period (the “Non-Compete Period”) commencing on the Agreement Date and until ending on the first anniversary of the Termination Date (the "Non-Compete Period")Date, the Executive shall not, without the consent of the Company, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest (other than an ownership interest of less than 1% of the outstanding common equity securities in any publicly traded company) in, any business which competes or could, in with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provisionthis Section 8(a), and to add or delete specific words or phrases to or from the provisionphrases. The provision This Section 8(a) as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the The Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, covenants and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event agrees that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverPeriod, the Executive will not, directly or indirectly, either for himself or for any other Person (Ai) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (Bii) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, Subsidiaries or (ciii) take any action that may (not otherwise described in Section 8(b)(i) and (ii)) intended to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's ’s or any of its Subsidiaries' ’ conduct of their businessthe Business. Notwithstanding the foregoing, the restrictions set forth in Section 8(b)(i) shall expire on the first anniversary of a Liquidation Event.
(dc) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its SubsidiariesBusiness, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto under this Agreement to clearly justify such restrictions which, in any event (given his educationevent, skills and ability), the Executive he does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 2 contracts
Samples: Employment Agreement (Pliant Corp), Employment Agreement (Pliant Corp)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that that, in the course of employment with the Company currently conducts and/or its affiliates, she has and will become familiar with the Subject Business throughout Company’s and its predecessors and affiliates’ trade secrets and with other confidential information concerning the world (Company and its predecessors and affiliates and that her services have been and will be of special, unique and extraordinary value to the "Territory")Company and its affiliates. AccordinglyTherefore, in order to protect the Company’s interest in its Confidential Information, the Executive agrees that during the term hereof Employment Period and until for one (1) year thereafter (collectively, the first anniversary “Non-Compete Period,” subject to automatic extension during the period of any violation of this Section 8), she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing with the development, marketing, and/or sale of drugs intended for use in the treatment of attention deficit disorder, attention deficit and hyperactivity disorder, headaches, primary insomnia disorder, fibromyalgia, post-traumatic stress disorder or any other products and/or services of the Company or its affiliates that exist or are in the process of being formed or acquired as of the Termination Date (the "Non-Compete Period"“Business”), within any Restricted Territory. As used in this Agreement, the term “Restricted Territory” means (i) the United States and (ii) any other country or territory in which the Company has engaged in, or is engaging in, the Business as of the Termination Date. Nothing herein shall be construed to prevent the Executive from participating in and completing all necessary activities required to maintain the Executive’s professional standards. Nothing herein shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by prohibit the Executive from being a passive owner of no not more than two one percent (on a fully-diluted basis1%) of the outstanding equity securities stock of any Personclass of a corporation which is publicly traded that is engaged in the Business, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which so long as the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) no active participation in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a livingcorporation.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 2 contracts
Samples: Employment Agreement (Tamandare Explorations Inc.), Employment Agreement (Tamandare Explorations Inc.)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's ’s employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world North America (the "“Territory"”). Accordingly, during the term hereof and until the first anniversary of one year from the Termination Date (the "“Non-Compete Period"”), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, engages in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company Subject Business within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer ventures for any other Personperson. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Personperson, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person person in which the Executive has any financial or other interest directly or indirectly enters into a line of business during the Non-Compete Period that competes with the Company or engages in the Subject Business within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person person within 15 days after such Person person enters into such line of business that competes with the Company or that engages in the Subject Business within the Territory.
(c) The Executive covenants and agrees that, that during the period commencing with the Effective Date and ending on the first third anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverTermination Date, the Executive will not, directly or indirectly, either for himself or for any other Person person (A) solicit any employee or consultant of the Company or any of its Subsidiaries to terminate his or her employment or consulting relationship with the Company or any of its Subsidiaries or employ any such individual during his or her employment or consulting relationship with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's ’s or any of its Subsidiaries' ’ conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a9(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a9(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his her interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his her or her employment with the Company or any of its Subsidiaries or employ any such individual during his her or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his her or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his her ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company (a) You acknowledge that, during in the course of the Executive's your employment with the Company, you will become familiar with the Executive has had Company’s and will continue to have the opportunity to develop relationships its Affiliates’ trade secrets and with existing employees, customers and other business associates of Confidential Information concerning the Company and its Subsidiaries which relationships constitute goodwill Affiliates and that your services will be of the Companyspecial, unique and extraordinary value to the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwilland its Affiliates. AccordinglyTherefore, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees you agree that, during the Restriction Period (as defined in Section 8(b) below) and for a period commencing with of three years following such Restriction Period, you will not (x) anywhere in the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by United States or anywhere the Company for or any reason whatsoever, of its Affiliates conducts business or (y) anywhere the Executive will notCompany or any of its Affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity:
(i) own, manage, operate, provide services to, consult with, provide financing to, join, control or participate in the ownership, management, operation or control of, or the provision of financing to, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is engaged in the business of manufacturing, marketing, sale, research or development of pharmaceuticals for himself cancer utilizing a methodology or mechanism that is similar to methodologies or mechanisms used by the Company (collectively, “Specified Therapies”); provided, however, that this Section 8(a)(i) shall not prohibit you from working, after the Restriction Period for an entity that engages in the manufacture, sale, marketing or distribution of pharmaceutical products so long as neither you nor such employer is involved in the manufacturing, marketing, sale or research or development of therapeutics or pharmaceuticals for any of the Specified Therapies.
(ii) say anything or otherwise communicate to a competitor, actual or potential customer of the Company or any Affiliate, the media, or other Person (A) solicit any employee third party which is harmful to the reputation of the Company or any of its Subsidiaries Affiliates or which could be reasonably expected to terminate his or her employment lead any person to cease to deal with the Company or any of its Subsidiaries Affiliates on substantially equivalent terms to those previously offered or employ at all.
(b) For purposes of this letter agreement, “Restriction Period” means (i) the Employment Period and any such individual other period during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that which you are competitive with the information, products or services provided employed by the Company or any of its SubsidiariesAffiliates, whether pursuant to this Agreement or otherwise, and (cii) take any action that may cause injury to the relationships between the Company or any a period of its Subsidiaries or any of their employees and any lessorsix months following your separation from employment, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate regardless of the Company reason for your separation and whether caused by you or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world world, but that its major area of operations is North America (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a material financial or other interest in, any business which materially and directly competes with the Company during the Non-Compete Period or could, in the reasonable judgment of the Board, be deemed to be in direct competition with, at the time in question, with the Company during the Non-Compete Period, within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. The holding of less than five percent (5%) of the stock of a corporation or ownership of a business entity in which Executive has no managerial responsibility or authority or consulting arrangement shall not constitute a breach of this covenant. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two five percent (5%) (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person materially and directly competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that materially and directly competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 30 days after the time that the Executive becomes aware that such Person enters into such business that materially and directly competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any key management, sales, software development or technical employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are materially and directly competitive with the information, products or services that were provided by the Company or any of its SubsidiariesSubsidiaries during the Employment Period, or (c) take any action that may the Executive knows or should know to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company Greenfield Entities that, during the course of the Executive's ’s employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries Greenfield Entities which relationships constitute goodwill of the CompanyGreenfield Entities, and the Company that they would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company Greenfield Entities currently conducts conduct the Subject Business throughout the world (the "“Territory"”). Accordingly, during the term hereof and until the first second anniversary of the Termination Date (the "“Non-Compete Period"”), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the BoardBoard or the board of directors of the Parent, be deemed to be in competition with, at the time in question, the Company Greenfield Entities, the Parent or their Subsidiaries within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company Greenfield Entities (or any part thereof) ), within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company Greenfield Entities within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 60 days after such Person enters into such business that competes with the Company Greenfield Entities within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first second anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries Greenfield Entities to terminate his or her employment with the Company or any of its Subsidiaries Greenfield Entities or employ any such individual during his or her employment with the Company or any of its Subsidiaries Greenfield Entities and for a period of one year after such individual terminates his or her employment with the Company or any of its SubsidiariesGreenfield Entities, (B) solicit any customer of the Company or any of its Subsidiaries Greenfield Entities to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its SubsidiariesGreenfield Entities, or (cC) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries Greenfield Entities or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries Greenfield Entities as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its SubsidiariesGreenfield Entities, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company, as an Optionee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the such Executive's employment association with the CompanyCompany or any of its Subsidiaries, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the CompanyCompany and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Agreement Date, the Executive covenants and agrees as follows:to comply with the terms and provisions set forth in this Section 8.
(a) The Executive acknowledges that the Company and its Subsidiaries currently conducts conduct the Subject Business throughout the world (the "TerritoryTERRITORY"). Accordingly, during the term hereof period (the "NON-COMPETE PERIOD") commencing on the Agreement Date and until ending on the first anniversary of the Termination Date (the "Non-Compete Period")Date, the Executive shall not, without the consent of the Company, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest (other than (i) an ownership interest of less than 1% of the outstanding common equity securities in any publicly traded company and (ii) an investment by the Executive in the restaurant business operated by the Executive's brother) in, any business which competes or could, in with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provisionthis Section 8(a), and to add or delete specific words or phrases to or from the provisionphrases. The provision This Section 8
(a) as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the The Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, covenants and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event agrees that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverPeriod, the Executive will not, directly or indirectly, either for himself or for any other Person (Ai) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (Bii) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, Subsidiaries or (ciii) take any action that may (not otherwise described in Section 8(b)(i) and (ii)) intended to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their businessthe Business. Notwithstanding the foregoing, the restrictions set forth in Section 8(b)(i) shall expire on the first anniversary of a Liquidation Event.
(dc) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its SubsidiariesBusiness, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of under this Agreement and the Company and as otherwise provided hereunder or as described in the recitals hereto Pliant 2004 Restricted Stock Incentive Plan to clearly justify such restrictions which, in any event (given his educationevent, skills and ability), the Executive he does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Samples: Employment Agreement (Pliant Corp)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive Shareholder acknowledges and agrees with the Company that, during that the course of the Executive's employment with the Company, the Executive Shareholder has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries Company, which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive Shareholder were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive Shareholder agrees as follows:
(a) The Executive Shareholder acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof period commencing on the Closing Date and until ending on the first third anniversary of the Termination Date thereof (the "Non-Compete Period"), the Executive Shareholder shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company is a Competitor within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. As used herein, "Competitor" means (i) any Person engaged in quantitative or qualitative market research through the Internet or (ii) any Affiliate of a Person described in clause (i) above; provided, however, that the Shareholder, directly or indirectly, shall be entitled to conduct qualitative market research through the Internet using the Company's software/panel resources or through a provider other than the Company so long as the Shareholder has first offered such opportunity to the Company and either (A) the Company elects not to provide such service to him or (B) the terms and conditions upon which the Company offers to provide such services are not fair and reasonable as determined by reference to industry custom. To the extent that the covenant provided for in this Section 8(a6.10(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's ’s employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts Business is operated in and markets for the Subject Business Company's products and services are located throughout the world world, including each county or jurisdiction in each state of the United States and Canada (collectively, the "“Territory"”). Accordingly, during the term hereof Employment Term and until the first (i) three month anniversary of the Termination Date if termination is for Good Reason or without Cause, (ii) the "one year anniversary of the Termination Date if termination is the result of a resignation not for Good Reason, and (iii) six month anniversary of the Termination Date if termination is with Cause (in each case, the “Non-Compete Period"”), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes is similar to or could, in competitive with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Personperson, group or entity. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision provision, as modified modified, shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Personperson, group or entity, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market Stock Market or other automated quotation system, and which Person person, group or entity competes with the Company (or any part thereof) within the Territory, Territory shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, that during the period commencing with term of his employment and for six months following the Effective Termination Date and ending on (one year in the first anniversary event of the date on which the Executive ceases to be employed by the Company a termination for any reason whatsoeverCause or a resignation without Good Reason), the Executive will not, directly or indirectly, either for himself or for any other Person person, group or entity: (Ai) solicit any employee employee, independent contractor or service provider of the Company to terminate or modify his, her or its employment or other relationship with the Company or employ or retain any person or entity; or (ii) solicit any customer, licensee or licensor, of the Company or any of its Subsidiaries service provider to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, provide products or services of or on behalf of the Executive or such other Person person, group or entity that are competitive with the information, products or services provided by the Company Company. For a period of two years following the Termination Date for any reason, the Executive agrees not to disparage the business or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate personal reputation of the Company or any its management team and the Company and its management team agree not to disparage the business or personal reputation of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their businessExecutive.
(d) The Executive acknowledges that the restrictions placed upon Executive by this Section 8 are reasonable given the Executive's position with the Company, the geographic area in which the Company markets its products and services, and the consideration furnished in this Agreement. Further, executive also agrees that the provisions of this section are fair and necessary to protect the Company and its business interests and that such provisions do not preclude Executive from utilizing unprotected information or from engaging in occupations in unrelated fields or in a manner consistent with the requirements of this Agreement. Finally, Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, Business but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply In addition to any other remedies available to Executive under this Agreement or applicable law, in the event that the Company fails to meet any of its ongoing payment or severance obligations to Executive is forced and such failure continues uncured for five (5) business days following the delivery of written notice of such failure to terminate the Company, all of Executive's post-term obligations under this Section 8 shall terminate.
(f) Non-Solicitation of Customers/Prohibition Against Unfair Competition. Executive agrees that at no time after his employment with the Company as a result of a material breach by will he engage in competition with the Company of while making any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders use of the Company’s confidential/trade secret information. Executive agrees that he will not directly or indirectly accept or solicit, whether as an employee, independent contractor or in any other capacity, the business of any customer of the Company with whom Executive worked or otherwise had access to be entered into in connection the Company’s confidential/trade secret information pertaining to its business with that customer during the last year of his employment with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the ExecutiveCompany.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's ’s employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were agrees not to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes is directly similar to or could, in directly competitive with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Personperson, group or entity. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Personperson, group or entity, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market Nasdaq Stock Market or other automated quotation system, and which Person person, group or entity competes with the Company (or any part thereof) within Countries the Territory, Company conducts Business shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The To the extent that the actions herein by Executive would have a material adverse impact on the Company, Executive covenants and agrees that, that during the period commencing term of his employment and for six months following the Termination Date with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoevercause, the Executive will not, directly or indirectly, either for himself or for any other Person person, group or entity (A1) solicit any employee employee, independent contractor or service provider of the Company to terminate or modify his, her or its employment or other relationship with the Company or employ or retain any person or entity, (2) solicit any customer, licensee or licensor, of the Company or any of its Subsidiaries service provider to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, provide products or services of or on behalf of the Executive or such other Person person, group or entity that are competitive with the information, products or services provided by the Company or any of its SubsidiariesCompany, or (c3) take any action that may cause injury to disparage the relationships between business reputation of the Company Company, its Board of Directors or any of its Subsidiaries or any of their employees and any lessormanagement team,so long as Executive had no relationship with the employee, lesseeindependent contractor, vendor, supplierservice provider, customer, distributorlicensee or licensor, employeeperson, consultant group or other business associate of the Company or any of its Subsidiaries as such relationship relates entity prior to the Company's or any of its Subsidiaries' conduct of their businessaccepting employment under this Agreement.
(d) The Executive understands acknowledges that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive placed upon Executive by this Section 8 are reasonable given the Executive's position with the business Company, the geographic area in which the Company markets its products and services, and the consideration furnished in this Agreement. Further, executive also agrees that the provisions of this section are reasonable and necessary to protect the Company and any its business interests and that such provisions do not preclude Executive from utilizing unprotected information or from engaging in occupations in unrelated fields or in a manner consistent with the requirements of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a livingthis Agreement.
(e) The foregoing non-compete restrictions shall not apply In addition to any other remedies available to Executive under this Agreement or applicable law, in the event that the Company fails to meet any of its aforementioned and ongoing payments or severance obligations to Executive is forced to terminate and such failure continues uncured for ten (10) business days, all of Executive's post-term obligations under this Section 8 shall terminate.
(f) Non-Solicitation of Customers/Prohibition Against Unfair Competition. Executive agrees that at no time after his employment with the Company as a result of a material breach by will he engage in competition with the Company of while making any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders use of the Company’s confidential/trade secret information. Executive agrees that he will not directly or indirectly accept or solicit, whether as an employee, independent contractor or in any other capacity, the business of any customer of the Company with whom Executive worked or otherwise had access to be entered into in connection the Company’s confidential/trade secret information pertaining to its business with that customer during the last year of his employment with the Closing under the Purchase Agreement, Company. Redundant – See 8 C. Redundant – See 8C. Redundant See 8 C. and Stock Option Agreements entered into between the Company and the Executive.8 D.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. The Company acknowledges that the Executive holds a 10% membership interest in Igain, LLC, a Connecticut limited liability company which provides incentive services to the Company and to other customers which may be involved in on-line market research activities, and the Company agrees that Executive's relationship with Igain, LLC shall not be deemed to be a breach of this Section 8(a).
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and any Stock Option Agreements Agreement entered into between the Company and the Executive.
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Greenfield Online Inc)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, during the course of the Executive's employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the Territory, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a9(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provisionprovision so as to create the broadest and most comprehensive restrictions then allowed under law. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoever, the Executive will not, directly or indirectly, either for himself or for any other Person (A) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (cC) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the such Executive's employment association with the CompanyCompany or any of its Subsidiaries, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the CompanyCompany and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Closing Date, the Executive covenants and agrees as follows:to comply with the terms and provisions set forth in this Section 9.
(a) The Executive acknowledges that the Company and its Subsidiaries currently conducts conduct the Subject Business throughout the world (the "Territory"). Accordingly, during the term hereof and until the first anniversary of the Termination Date period (the "Non-Compete Period")) commencing on the Closing Date and ending on (x) in the case of a termination for any reason except Expiration, the first anniversary of the Termination Date, or (y) in the case of an Expiration, the Termination Date, the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, in with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a9(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provisionthis Section 9(a), and to add or delete specific words or phrases to or from the provisionphrases. The provision This Section 9(a) as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the The Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, covenants and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event agrees that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverPeriod, the Executive will not, directly or indirectly, either for himself or for any other Person (Ai) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (Bii) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, Subsidiaries or (ciii) take any action that may intended to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(dc) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of under this Agreement and the Company and as otherwise provided hereunder or as described in the recitals hereto Recapitalization Agreement to clearly justify such restrictions which, in any event (given his educationevent, skills and ability), the Executive he does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Samples: Employment Agreement (Huntsman Packaging of Canada LLC)
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's employment with Distribution and with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts the Subject Business throughout the world North America (the "Territory"). Accordingly, during the term hereof and until the first anniversary of one year from the Termination Date (the "Non-Compete Period"), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes or could, engages in the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company Subject Business within the Territory, whether for or by himself herself or as an independent contractor, agent, stockholder, partner or joint venturer ventures for any other Person. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a line of business during the Non-Compete Period that competes with the Company or engages in the Subject Business within the Territory, the Executive shall divest all of his her interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such line of business that competes with the Company or the engages in the Subject Business within the Territory.
(c) The Executive covenants and agrees that, that during the period commencing with the Effective Date and ending on the first third anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverTermination Date, the Executive will not, directly or indirectly, either for himself herself or for any other Person (A) solicit any employee or consultant of the Company or any of its Subsidiaries to terminate his or her employment or consulting relationship with the Company or any of its Subsidiaries or employ any such individual during his or her employment or consulting relationship with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, or (c) take any action that may cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may limit his her ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him her from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive --------------------------------------------------- Employee acknowledges and agrees with the Company that, that during the course of the ExecutiveEmployee's employment with the Company, the Executive has had and Employee will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive Employee were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive Employee agrees as follows:
(a) The Executive Employee acknowledges that the Company currently conducts Business is operated in the Subject Business throughout United States and markets for the world (Company's products and services are located in the "Territory")United States. Accordingly, during the term hereof and Employment Term until the first twelve (12) month anniversary of the Termination Date (the "Non-Compete Period"), the Executive Employee shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes is similar to or could, in competitive with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner partner, or joint venturer venture for any other Personperson, group or entity. To the extent that the covenant provided for in this Section 8(a8 (a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision provision, as modified modified, shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive Employee covenants and agrees that, that during the period commencing with terms of his employment and for twelve (12) months following the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverTermination Date, the Executive Employee will not, directly or indirectly, either for himself or for any other Person person, group or entity (Ai) solicit any employee employee, independent contractor or service provider of the Company to terminate or modify his, her or its employment or other relationship with the Company or employ or retain any person or entity, (ii) solicit any customer, licensee, or licensor, of the Company or any of its Subsidiaries service provider to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, provide products or services of or on behalf of the Executive Employee or such other Person person, group or entity that are competitive with the information, products or services provided by the Company or any of its SubsidiariesCompany, or (ciii) take any action that may cause injury to disparage the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate reputation of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their businessmanagement team.
(dc) The Executive understands Employee acknowledges that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive placed upon Employee by this Section 8 are reasonable given the Employee's position with the business of the Company and any of its Subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive geographic area in which the Company markets its products and services, and the other shareholders consideration furnished in this Agreement. Further, Employee also agrees that the provisions of the Company, this section are fair and necessary to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between protect the Company and its business interests and, that such provisions do not preclude the ExecutiveEmployee from utilizing unprotected information or from engaging in occupations in unrelated fields or in a manner consistent with the requirements of this Agreement.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the Executive's ’s employment with the Company, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, the Executive agrees as follows:
(a) The Executive acknowledges that the Company currently conducts Business is operated in and markets for the Subject Business Company’s products and services are located throughout the world world, including each county or jurisdiction in each state of the United States and Canada (collectively, the "“Territory"”). Accordingly, during the term hereof Employment Term and until the first (i) three month anniversary of the Termination Date if termination is for Good Reason or without Cause, (ii) the "one year anniversary of the Termination Date if termination is the result of a resignation not for Good Reason, and (iii) six month anniversary of the Termination Date if termination is with Cause (in each case, the “Non-Compete Period"”), the Executive shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business which competes is similar to or could, in competitive with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Personperson, group or entity. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision provision, as modified modified, shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Personperson, group or entity, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market Stock Market or other automated quotation system, and which Person person, group or entity competes with the Company (or any part thereof) within the Territory, Territory shall not be deemed to be a violation of Section 8(a). In the event that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, that during the period commencing with term of his employment and for six months following the Effective Termination Date and ending on (one year in the first anniversary event of the date on which the Executive ceases to be employed by the Company a termination for any reason whatsoeverCause or a resignation without Good Reason), the Executive will not, directly or indirectly, either for himself or for any other Person person, group or entity (A1) solicit any employee employee, independent contractor or service provider of the Company to terminate or modify his, her or its employment or other relationship with the Company or employ or retain any person or entity, (2) solicit any customer, licensee or licensor, of the Company or any of its Subsidiaries service provider to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, provide products or services of or on behalf of the Executive or such other Person person, group or entity that are competitive with the information, products or services provided by the Company or any of its SubsidiariesCompany, or (c3) take any action that may cause injury to disparage the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate reputation of the Company or any of its Subsidiaries as such relationship relates to the Company's or any of its Subsidiaries' conduct of their businessmanagement team.
(d) The Executive acknowledges that the restrictions placed upon Executive by this Section 8 are reasonable given the Executive’s position with the Company, the geographic area in which the Company markets its products and services, and the consideration furnished in this Agreement. Further, executive also agrees that the provisions of this section are fair and necessary to protect the Company and its business interests and that such provisions do not preclude Executive from utilizing unprotected information or from engaging in occupations in unrelated fields or in a manner consistent with the requirements of this Agreement. Finally, Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its Subsidiaries, Business but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply In addition to any other remedies available to Executive under this Agreement or applicable law, in the event that the Executive is forced Company fails to terminate his employment with the Company as a result of a material breach by the Company of meet any of its ongoing payment or severance obligations to Executive and such failure continues uncured for five (5) business days following the Executive under this Agreement, the Shareholders' Agreement between delivery of written notice of such failure to the Company, the Executive and the other shareholders all of the Company, to be entered into in connection with the Closing Executive’s post-term obligations under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executivethis Section 8 shall terminate.
Appears in 1 contract
Non-Compete; Non-Solicitation; Non-Disparagement. The Executive acknowledges and agrees with the Company that, that during the course of the such Executive's employment ’s association with the CompanyCompany or any of its Subsidiaries, the Executive has had and will continue to have the opportunity to develop relationships with existing employees, customers and other business associates of the Company and its Subsidiaries which relationships constitute goodwill of the CompanyCompany and its Subsidiaries, and the Company and its Subsidiaries would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such goodwill. Accordingly, from and after the Agreement Date, the Executive covenants and agrees as follows:to comply with the terms and provisions set forth in this Section 8.
(a) The Executive acknowledges that the Company and its Subsidiaries currently conducts conduct the Subject Business throughout the world (the "“Territory"”). Accordingly, during the term hereof period (the “Non-Compete Period”) commencing on the Agreement Date and until ending on the first anniversary of either (i) the Termination Date Date, or (ii) the "Nondate of the Executive’s termination of employment during any Post-Compete Employment Agreement Period"), as applicable, the Executive shall not, without the consent of the Company, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest (other than (i) an ownership interest of less than 1% of the outstanding common equity securities in any publicly traded company and (ii) an investment by the Executive in the restaurant business operated by the Executive’s brother) in, any business which competes or could, in with the reasonable judgment of the Board, be deemed to be in competition with, at the time in question, the Company within the TerritoryBusiness, whether for or by himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other Person. To the extent that the covenant provided for in this Section 8(a) or Section 8(b) may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provisionthis Section 8(a) and Section 8(b), and to add or delete specific words or phrases to or from the provisionphrases. The provision This Section 8(a) and Section 8(b) as modified shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the The Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of any Person, which securities are traded on a national or foreign securities exchange, quoted on the NASDAQ stock market or other automated quotation system, covenants and which Person competes with the Company (or any part thereof) within the Territory, shall not be deemed to be a violation of Section 8(a). In the event agrees that any Person in which the Executive has any financial or other interest directly or indirectly enters into a business during the Non-Compete Period that competes with the Company within the Territory, the Executive shall divest all of his interest (other than as permitted to be held pursuant to the first sentence of this Section 8(b)) in such Person within 15 days after such Person enters into such business that competes with the Company within the Territory.
(c) The Executive covenants and agrees that, during the period commencing with the Effective Date and ending on the first anniversary of the date on which the Executive ceases to be employed by the Company for any reason whatsoeverPeriod, the Executive will not, directly or indirectly, either for himself or for any other Person (Ai) solicit any employee of the Company or any of its Subsidiaries to terminate his or her employment with the Company or any of its Subsidiaries or employ any such individual during his or her employment with the Company or any of its Subsidiaries and for a period of one year after such individual terminates his or her employment with the Company or any of its Subsidiaries, (Bii) solicit any customer of the Company or any of its Subsidiaries to purchase or distribute information, products or services of or on behalf of the Executive or such other Person that are competitive with the information, products or services provided by the Company or any of its Subsidiaries, Subsidiaries or (ciii) take any action that may (not otherwise described in Section 8(b)(i) and (ii)) intended to cause injury to the relationships between the Company or any of its Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business associate of the Company or any of its Subsidiaries as such relationship relates to the Company's ’s or any of its Subsidiaries' ’ conduct of their businessthe Business. Notwithstanding the foregoing, the restrictions set forth in Section 8(b)(i) shall expire on the first anniversary of a Liquidation Event.
(dc) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business which is competitive with similar to the business of the Company and any of its SubsidiariesBusiness, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of under this Agreement and the Company Pliant 2006 Restricted Stock Incentive Plan and as otherwise provided hereunder or as described in the recitals hereto Pliant Deferred Cash Incentive Plan to clearly justify such restrictions which, in any event (given his educationevent, skills and ability), the Executive he does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the event that the Executive is forced to terminate his employment with the Company as a result of a material breach by the Company of any of its obligations to the Executive under this Agreement, the Shareholders' Agreement between the Company, the Executive and the other shareholders of the Company, to be entered into in connection with the Closing under the Purchase Agreement, and Stock Option Agreements entered into between the Company and the Executive.
Appears in 1 contract
Samples: Employment Agreement (Pliant Corp)
