Non-Compete Payments. In consideration of the covenants contained herein, including the three (3) year period of non-competition following Employee’s employment, the Company agrees that, in the event (a) Employee is terminated without just cause, (b) Employee voluntarily terminates his employment with Company, or (c) Employee’s May 1st 2002 Employment Agreement is not renewed on terms at least as beneficial as those received by Employee as of October 31st , 2004, that Company will compensate Employee upon such “separation from service” as defined in Code Section 409A as follows, but subject to Section 11 hereof:
(a) Employee’s annualized base salary as of his last day of employment will be added to Employee’s average annual bonus over his last three (3) years of employment, then multiplied by 2, and that product will be paid to Employee as follows: one third on the first January 5th following Employee’s last day of employment, one third on the second January 5th following Employee’s last day of employment, and one third on the third January 5th following Employee’s last day of employment.
(b) During Employee’s three year period of Non Competition, Company will provide Employee benefits it provides its non executive Employees, provided however, Employee will not receive any vacation\sick pay nor be eligible to participate in the Company’s bonus programs and stock option plans. In the event, Employee is terminated by the Company for just cause as defined in Employee’s May 1st Employment Agreement with Company, then Employee will remain bound by this Covenant Not to Compete, but Company will have no obligation to make any of the payments or provide any of the other benefits to be made to Employee under this Agreement.
Non-Compete Payments. (i) As partial consideration for the agreements and covenants of the Shareholders and the Company set forth in this Section 9.03, upon the terms and subject to the conditions of this Agreement, if the term of the Maintenance Fee Agreement is extended beyond March 31, 2005 (the portion of the extended term beginning on April 1, 2005 through the newly-extended termination date of the Maintenance Fee Agreement being the “Extended Term”), then the Purchaser shall make payments to the Company as follows. During the Extended Term, within 30 days after a payment received by the Purchaser from Avaya under the Maintenance Fee Agreement with respect to services provided by the Purchaser during the Extended Term becomes non-refundable and non-disgorgeable by the Purchaser, the Purchaser shall pay to the Company (each such payment being a “Non-Compete Payment”), by wire transfer of immediately available funds, an amount equal to 20% of each such payment that is actually received by the Purchaser. For the avoidance of doubt, no Non-Compete Payments shall be made in respect of any payments received by the Purchaser for services or maintenance provided outside of the Extended Term, even if such payments are actually received by the Purchaser during the Extended Term.
(ii) If for any reason, the Purchaser is required to set-off, refund, reimburse or disgorge to Avaya any payment for which the Purchaser has made a Non-Compete Payment, the Shareholders and the Company shall immediately refund to the Purchaser the Non-Compete Payment made in respect of such set-off, refunded, reimbursed or disgorged payment. Alternatively, the Purchaser shall have the right to set off such Non-Compete Payment against any other Non-Compete Payment that may be due hereunder, or against any other payment that may be due under any of the Sale Documents, including, without limitation, the Purchaser Note.
(iii) During the Extended Term and for a period of six months thereafter, upon reasonable notice to the Purchaser, the Purchaser shall permit the Company and its representatives reasonable access to the Purchaser’s books and records relating to the Non-Compete Payments and the Maintenance Fee Agreement, for the purpose of confirming the Purchaser’s calculations of the Non-Compete Payments hereunder.
Non-Compete Payments. Sellers and Nextera shall have made all non-compete payments listed on Schedule 9.19, in each case subject to Sellers' receipt of the Purchase Price.
Non-Compete Payments. The Non-Compete Payments shall be paid quarterly to Mikelsons beginning September 1, 2006 and on each December 1, March 1, June 1 and September 1 thereafter until paid in full. All Non-Compete Payments shall be paid as a credit against the JGM Obligations (as defined below). The Non-Compete Payments shall be deemed fully earned in the event of Mikelsons’ death during the Non-Compete Term, with any remaining Non-Compete Payments owed to him to be applied to the JGM Obligations. Mikelsons acknowledges and affirms that (i) he is indebted to one or more members of the ATA Group, as affirmed in that certain letter agreement dated as of October 26, 2004 (the “JGM Debt Agreement”), in the initial principal amount of Six Hundred Fifty-three Thousand Two Hundred Twenty-five Dollars and Nine Cents($653,225.09) (the “JGM Obligations”), and (ii) nothing herein shall alter the repayment terms or obligations of Mikelsons with respect to the JGM Obligations, except as contemplated by the payment of the Non-Compete Payments as credits to be applied to the JGM Obligations. The ATA Group represents and agrees that all payments under the JGM Debt Agreement have been made as agreed prior to the date of this Agreement and that, as of July 31, 2005, the outstanding principal balance of the JGM Obligations is Six Hundred Twelve Thousand Two Hundred Twenty-five Dollars and No Cents ($612,285). Each member of the ATA Group, respectively, expressly agrees and acknowledges that the obligations of each member of the ATA Group under this Agreement shall in no way depend on the continued existence, operation or solvency of any other member of the ATA Group.
Non-Compete Payments. From and after the Closing Date, Airgas shall be responsible for paying any outstanding amounts required to be paid under any covenants not to compete transferred to the Purchasers as part of the Purchased Assets, up to a maximum amount of $450,000. The Seller shall reimburse Airgas for any payments required to be made by Airgas under such covenants in excess of $450,000.
Non-Compete Payments. Immediately prior to the Closing Date, Sellers shall pay an aggregate amount equal to $2,500,000 in cash to the Persons listed on Schedule 4.13(a) in the amounts as set forth next to each Person’s name pursuant to the terms of the Non-Competition Agreements. In the event that, prior to the Closing Date, any Person listed on Schedule 4.13(a) ceases to be employed by Sellers by reason of death or disability, the amount otherwise payable by Sellers to such Person shall be reallocated and paid by Sellers on a pro rata basis to all other Persons listed on Schedule 4.13(a) who had not died or become so disabled prior to the Closing Date.
Non-Compete Payments. After Seller's October 1, 1999 payment to the Children's Trust, the aggregate amount of all remaining non-compete payments to be paid to the Children's Trust is $220,585.16.
Non-Compete Payments from Section 3.7 of the Severance Agreement, to the extent Section 3.2 of the Severance Agreement applies, and (B) add timing of payment and determine whether the six month delay in Section 3.8 of the Severance Agreement applies.]
Non-Compete Payments. Employee acknowledges and agrees that Employee’s continued employment with the Company and the payment of the Retention Payments is sufficient consideration for Employee’s agreement not to compete hereunder. Notwithstanding, in the event Company makes the Post Employment Non-Compete Election, then, as additional consideration for Employee’s agreement not to compete hereunder, Company agrees to pay Employee a monthly payment equal to the amount of Employee’s then current monthly Base Salary at the time the Post-Employment Non-Compete Election was made, payable monthly for a period of twenty-four (24) consecutive months, with the first such payment being due within five (5) days of Company making the Post-Employment Non-Compete Election and the remaining payments continuing and being due on the same day of each consecutive month thereafter (the “Non-Compete Payments”). No such payment shall be past due until the fifth (5th) day following the due date, and Company shall not be in breach for missing a payment unless Employee notifies Company a payment is past due and gives Company a three (3) day cure period. These Non-Compete Payments shall terminate upon the death of Employee without further action by any party.
Non-Compete Payments. Notwithstanding the provisions of Section 4.a.v. of the Employment Agreement regarding the voluntary resignation by the Executive of his employment with the Company, and provided the Executive complies with all his obligations under this Agreement, the Company will make the following payments (collectively called the "Non-Compete Payments") to the Executive:
(a) On October 1, 2002, the lump sum of Two Hundred Thousand Dollars ($200,000.00).
(b) On January 15, 2003, the lump sum of One Hundred Sixty Thousand Dollars ($160,000.00).
(c) Commencing on January 31, 2004, and continuing on the last day of each month thereafter through September 30, 2005, the sum of Fifteen Thousand Dollars ($15,000.00). Except for the foregoing Non-Compete Payments, any fees for acting as a director of the Company and any other payments specifically set forth in this Agreement, the Executive shall not be entitled to receive any other compensation or other employee benefits from the Company, including, but not limited to, those set forth in the Employment Agreement, from and after the Effective Date. In the event of the death of the Executive during the time any of the foregoing payments are being made hereunder, all such payments shall immediately cease on and as of the date of the Executive's death and neither the Executive nor his estate or anyone claiming by or through the Executive shall have any claim for any of such payments that are to be made on or after the date of the Executive's death.
