Non-Compete Restriction. (i) Subject to applicable law, Executive agrees that, for the Term and for a period of two (2) years thereafter, Executive shall not, directly or indirectly: (i) engage in any other business, association or relationship of any kind with any business which provides, in whole or in part, the same or similar services and/or products offered by Company as part of its Existing Business or Developing Businesses which directly or indirectly competes with Company; nor (ii) solicit or accept, or induce any person to reduce goods or services to Company, or in any manner assist others in the solicitation, acceptance, or inducement of, any business transactions with Company’s existing and prospective clients, accounts, suppliers and/or other persons or entities with whom Company has had business relationships (or whom Company had specifically identified for a prospective business relationship). As used herein, Executive shall be considered “directly engaged” in such business if Executive acts as a shareholder, officer, owner, consultant, associate, employee or agent of any business offering and/or providing any of the restricted services and/or products identified above; and shall be considered “indirectly engaged” if any immediate relative of such persons (spouse, children, parents or siblings), or other person with whom such persons have a significant personal relationship, is engaged in such business.
(ii) Executive agrees that the geographic scope of the above restrictions shall extend to the geographic area in which Company actively conducted business immediately prior to termination of this Agreement.
Non-Compete Restriction. At all times during employment and for the twenty-four (24) month period that immediately follows the Date of Termination, or such time period as the Corporation is obligated to pay severance benefits under this Agreement to Executive (whichever is longer), Executive shall not accept employment with or provide services to or on behalf of any Competing Financial Services Organization if (i) the position held or the services to be performed by Executive involve the same or substantially similar duties and responsibilities as those performed by Executive on behalf of the Corporation during Executive’s last eighteen (18) months of employment with the Corporation, or (ii) Executive is providing consulting, advisory or contract services (whether as a director, officer, independent contractor, member, owner or shareholder) related to the design, development, marketing or delivery of Competitive Services or Products that are intended to be directly competitive with offerings by the Corporation, the Bank or their Affiliates.
Non-Compete Restriction. At all times during employment with the Employer and immediately following the Termination Date (regardless of the circumstances) and throughout the Restricted Period (defined above), Employee shall not accept employment with or provide services to or on behalf of any Competing Financial Services Organization if (i) the position or the services to be performed by Employee involve the same or substantially similar duties and responsibilities as those performed by Employee on behalf of the Employer during Employee’s last twelve (12) months of employment with the Employer, or (ii) Employee is providing consulting, advisory or contract services (whether as a director, officer, independent contractor, member, owner or shareholder) related to the design, development, marketing or delivery of Competitive Services or Products that are intended to be directly competitive with offerings by the Employer.
Non-Compete Restriction. In consideration of Executive’s position with the Corporation and the compensation, benefits and access to Confidential Information provided, Executive agrees that during the Restricted Period, Executive shall not invest in, loan money to, accept employment with, or provide services to or on behalf any Competing Financial Services Organization if (i) the position held or the services to be performed by Executive involve the same or substantially similar duties and responsibilities as those performed by Executive on behalf of the Corporation, the Bank and/or any Affiliate during Executive’s last eighteen (18) months of employment with the Corporation, the Bank and/or Affiliates or (ii) Executive is or will be providing consulting, advisory or contract services (whether as a director, officer, independent contractor, consultant, member, owner or shareholder) related to the design, development, marketing or delivery of Competitive Services or Products that are intended to be directly competitive with offerings by the Corporation, the Bank or their Affiliates.
Non-Compete Restriction. Under no circumstances may the SOFTWARE be used, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any DART product.
Non-Compete Restriction. The Executive agrees with the Company that to protect the Company’s legitimate business interests (and / or those of the Parent and / or any other relevant Associated Undertaking) including those set out at clause 19.2, during the Employment and for a period of twelve months after the Relevant Date, the Executive shall not within the Restricted Area, without the prior written consent of the Company, directly or indirectly in any capacity (limited to a role that is of the same, similar or greater seniority, status and remuneration as your role of executive director and Executive Vice President and Group Chief Financial Officer, as determined on the basis of the prevailing industry norm for a role commensurate with any such role) either on his own behalf or in conjunction with or on behalf of any other Person, be engaged, concerned or interested in the Relevant Business or in any business wholly or partly in competition with the Relevant Business, save that he may hold for investment:
19.3.1 up to 3% of any class of securities quoted or dealt in on a recognised investment exchange; and
19.3.2 up to 10% of any class of securities not so quoted or dealt.
Non-Compete Restriction. The term of this Section 5 shall be for a period commencing on the date hereof and ending on the first anniversary of the date an which Consultant's relationship with the Company terminates for any reason (the "Restrictive Period"). During the Restrictive Period, Consultant will not, without the Company's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, Consultant, consultant, agent, independent contractor or stockholder of any company or business, perform his Duties for any person or entity which competes directly with the Business during such Restrictive Period. The parties agree and acknowledge that (i) the definition of the Restrictive Period reasonably and fairly limit this non-compete restriction and are reasonably required for the Company's protection; and (ii) by having access to information concerning Consultants and the Company's customers, Consultant shall obtain a competitive advantage as to such parties in any business that competes with the Business.
Non-Compete Restriction. Executive, therefore, agrees that during his employment by the Company and for a period of either (i) twelve (12) months thereafter if the Agreement is terminated by the Company Without Cause or by Executive for Good Reason; or (ii) twenty four (24) months thereafter if terminated by the Company for Cause or the Executive Without Cause (the “Restricted Period”), he will not (other than as a director, employee, agent or consultant of the Company), directly or indirectly, as an individual proprietor, partner, shareholder, member, officer, director, employee, consultant, independent contractor, joint venturer, investor or lender, participate in any business or enterprise anywhere in the world in the provision of services which are the same as, substantially similar to or competitive with the business and the services in which the Company is engaged or in which the Company was designing, developing, selling or providing at any time during Executive’s engagement hereunder unless Executive shall have obtained the prior written consent of the Board; provided, however, that the foregoing restrictions shall not be construed to prohibit the ownership by Executive of not more than two percent (2%) of any class of equity securities of any corporation which are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and neither Executive nor any group of persons including Executive either directly or indirectly in any way manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as an equity holder or seeks to do any of the foregoing.
Non-Compete Restriction. At all times during employment and during the Restrict Period (defined above) Executive shall not accept employment with or provide services to or on behalf of any Competing Financial Services Organization if (i) the position or the services to be performed by Executive involve the same or substantially similar duties and responsibilities as those performed by Executive on behalf of the Corporation during Executive's last twelve (12) months of employment with the Corporation, or (ii) Executive is providing consulting, advisory or contract services (whether as a director, officer, independent contractor, member, owner or shareholder) related to the design, development, marketing or delivery of Competitive Services or Products that are intended to be competitive with offerings by the Corporation, the Bank or their Affiliates.
Non-Compete Restriction. 17.3.1 The Executive agrees with the Company, under article 2125 of the Italian Civil Code, that to protect the Company’s legitimate business interests (and / or those of the Parent and / or any other relevant Associated Undertaking) including those set out at clause 17.2, during the Employment and for a period of 12 months after the Relevant Date, the Executive shall not within the Restricted Area, without the prior written consent of the Company, directly or indirectly in any capacity, whether as a self-employed person or as an employee, even on an occasional basis or without remuneration, as a partner, quota/shareholder, director, employee, assistant, director or agent, independently of his duties under his new business relationship either on his own behalf or in conjunction with or on behalf of any other Person, be engaged, concerned or interested in the Relevant Business, save that he may hold for investment:
(a) up to 3% of any class of securities quoted or dealt in on a recognised investment exchange; and
(b) up to 10% of any class of securities not so quoted or dealt.
17.3.2 Considering the current technological resources (including, but not limited to, email and video conferencing) allowing a dissociation between the place in which the activity may be carried out and the place in which it may be used and, in any event, take effect, the restriction referred to above shall be deemed to relate to both such places, and shall therefore be binding not just with regard to the place in which the activity is carried out, in any form, but also the place in which such activity is intended to take direct effect, permanently and regularly, irrespective of the physical presence of the Executive in that place.
17.3.3 In consideration of the obligations set out under clause 17.3.1 above, the Company will pay the Executive a gross amount equal to 55% of the last annual total compensation that will be applicable at the date of termination of the Employment. It is understood that the total compensation for the purposes of calculating the non-compete consideration under this clause 17.3.3 will exclusively include: (i) the base salary; (ii) the average amount of the annual bonuses the Executive received during the three year period preceding the termination of the Employment, it being understood that any benefits received under the LTIP are expressly excluded from the calculation and (iii) the value of any assigned benefits, as indicated in the Executive’s payslip. Th...
