Non-Compete Payment Sample Clauses

Non-Compete Payment. Subject to Sections 10, 13 and 15 and the other terms and conditions of this Agreement, the Executive will be entitled to receive an amount equal to $647,520 (such amount, the “Non-Compete Payment”) upon termination of employment, provided the consummation of the transactions contemplated by the Merger Agreement has occurred and the Executive remains continuously employed by the Company (except by reason of a No-Fault Termination, as defined below) from the date hereof through the earlier of the thirtieth (30th) day following the FDA Approval or the Pre-FDA Approval Employment Period. The Executive’s right to receive the Non-Compete Payment is subject to the Executive continuing to comply with the provisions of Section 8 of the employment agreement by and between the Executive and the Company dated July 17, 2009, as amended through the date hereof (the “Employment Agreement”), pursuant to which the Executive agrees not to engage in certain activities in competition with the business of the Company and not to solicit any of the Company’s customers or employees for the period of twelve months following the Executive’s termination of employment with the Company. Subject to the consummation of the transactions contemplated by the Merger Agreement, the Non-Compete Payment shall be paid to the Executive in a single lump sum following the termination of the Executive’s employment (i) for any reason after the Pre-FDA Approval Employment Period or (ii) in a No-Fault Termination, as defined below, during the Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to the Executive on the thirty-first (31st) day following the date his employment with the Company terminates, subject to any delay necessary to comply with Section 409A, as provided under Section 15.

Non-Compete Payment a. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with Good Reason, the Company agrees to make continued payments to Executive of fifty percent (50%) of the Base Salary (the “Non-Compete Payments”) in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, until the earlier to occur of (x) twelve months after the date of such termination or (y) Executive’s failure to comply with the provisions of Section 9(b) or 9(c). b. In consideration for the Non-Compete Payments, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Non-Compete Payment Period”), Executive agrees not to, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. c. During the Non-Compete Payment Period, and in consideration for the Non-Compete Payments, Executive agrees not to directly or indirectly: (i) engage in any business that competes with the risk mitigation and business solutions business of the Company, including any or all of Lender Services, Data Services, Employer Services, Multifamily Services or Investigative and Litigation Support Services (each as described in the Company’s most recent annual report of Form 10K) or any other material business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) in any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides...

Non-Compete Payment. As additional consideration for the Executive potentially limiting his future employment opportunities and compensation by agreeing to the non-competition provisions of Section 7(d) of this Agreement, the Executive will receive an additional payment of $300,000 upon the execution of this Agreement.

Non-Compete Payment. Company agrees to pay Executive for the duration of the Non-Compete Period the annual Base Salary at that time of termination, but in no event less than 50% of the amount of the most recently received salary and benefits (the “Non-Compete Payment”). In the event that Company pays Executive any Severance Benefits, such payments may be fully set off against the Non-Compete Payment. The Non-Compete Payment is payable in twelve (12) monthly installments on or before the end of each month during the Non-Compete Period. Any income from employment, consulting or other services, and any unemployment benefits which Executive earns or receives during the Non-Compete Period will be set off against the Non-Compete Payment within the limits of § 74c German Commercial Code (GCoC). Executive will provide to Company information on the amount of any such income and benefits.

Non-Compete Payment. In consideration for the covenants made by Executive in this Section 7, the Company shall pay to Executive during the Post Termination Period an annual amount equal to 50% of Executive's Salary in effect as of the date immediately prior to Executive's termination of employment with the Company (the "Non-Compete Payment"). The Non-Compete Payment shall be payable in installments over the course of the Post Termination Period in accordance with the normal payroll practices of the Company as in effect from time to time; provided, however, that in the event that Executive resigns for Good Reason or is terminated without Just Cause and receives severance payments pursuant to Section 6(f)(i) herein, the Non-Compete Payment, during the first 12 months of the Post Termination Period, shall be fully offset by such severance payments and the Company's only obligation under this Section 7(e) shall be to pay the Non-Compete Payment to Executive during the second 12 months of the Post Termination Period.

Non-Compete Payment. The Executive acknowledges and agrees that as additional consideration for the Executive’s covenants and agreements set forth in Section 10(a) above, the Company has previously paid the Executive $6,000,000 in cash.

Non-Compete Payment. As additional consideration for the Executive’s covenants and agreements set forth in Section 10(a) above, the Company shall pay the Executive $6,000,000 in cash, payable in three equal installments on the Effective Date and the first and second anniversary of the Effective Date (any such payment, a “Non-Compete Payment”); provided, that the Company shall have no further obligation to make any Non-Compete Payment if the Executive materially breaches such Executive’s obligations set forth in Section 10(a) above. All Non-Compete Payments shall be made to the Executive by the Company’s delivery of a check or wire transfer of immediately available funds.

Non-Compete Payment. As consideration for the Executive’s covenant against competition as described in Section 7.2, and subject to the Executive’s continued employment through the Effective Time, the Combined Company shall pay the Executive $1,700,000, twenty-five percent (25%) of which (the “First Non-Compete Payment”) shall be payable within thirty (30) days of the date that the Executive’s employment with the Combined Company terminates for any reason (the “Termination Date”) and the remaining seventy-five (75%) of which shall be payable in thirty-six (36) equal monthly payments (each such payment, a “Monthly Non-Compete Payment”) commencing within thirty (30) days following the Termination Date; provided that, immediately upon any breach of the Executive’s obligations set forth in Section 7.2 above, the Combined Company shall be entitled to repayment of the full gross amount of the First Non-Compete Payment and shall have no further obligation to make any Monthly Non-Compete Payment.

Non-Compete Payment. In consideration for Qxxxxx’x agreement to abide by the restrictions contained in Section 2, if Qxxxxx’x employment is terminated without Cause (as defined in Section 5(b) of the Employment Agreement or by Qxxxxx for Good Reason (as defined in Section 3(b) of the Employment Agreement), and if Qxxxxx executes the Separation and Release Agreement referenced in Section 10 of the Employment Agreement and the Separation and Release Agreement becomes irrevocable, the Company hereby agrees to pay to Qxxxxx, during the twenty (20) month period following such termination, the gross amount of $1,250,000 in monthly installments of $62,500, subject to applicable tax withholdings, payable on or before the fifteenth day of each month.

Non-Compete Payment. If Executive’s employment is terminated under circumstances described in Section 3(c), or if Executive resigns his employment under the circumstances described in Section 3(e) or 3(f), the Company will pay, in the manner set forth below, to Executive an aggregate amount (the “Non-Compete Payment”) provided, that Executive complies, in all material respects, with the restrictive Covenants set forth in Sections 4(a) and (c). The Non-Compete Payment will be delayed for six (6) months and one (1) day following Executive’s “separation from service” as such term is used in section 409A of the Code and the guidance promulgated thereunder: (i) The continued payment of Executive’s base salary (computed at the rate in effect for the fiscal year of the Company in which such termination occurs) through the remainder of the Term of this Agreement (as if such termination had not occurred). Except as otherwise provided with respect to death or Substantial Disability (as defined below), such base salary will be paid pursuant to the Company’s normal payroll practices, except that if payment of such base salary is delayed pursuant to section 409A of the Code, the first six months of such base salary will be paid in a lump sum on the day that is six (6) months and one (1) day following Executive’s date of termination; (ii) The payment of incentive compensation (with respect to each fiscal year of the Company that ends during the remainder of the Term of this Agreement (as if such termination had not occurred)) in an amount, for each fiscal year that ends during the remaining Term of this Agreement, equal to the highest amount of incentive compensation paid or payable to the Executive (regardless of the form in which paid or payable) during any one of the last three fiscal years preceding the termination of Executive’s employment. Except as otherwise provided with respect to death or Substantial Disability (as defined below), such incentive compensation will be paid in equal installments payable on the Company’s normal payroll payment dates through the remainder of the Term of this Agreement (as if such termination had not occurred) except that if payment of such incentive compensation is delayed pursuant to section 409A of the Code, the first six (6) months of such incentive compensation will be paid in a lump sum on the day that is six (6) months and one (1) day following Executive’s date of termination; (iii) Notwithstanding any provision to the contrary in any option agre...