Common use of Non-Competition After Employment Clause in Contracts

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE Period"). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve (12) months following your termination of your employment with Del for any reason or Del's termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, stating that you have been offered such employment or other interest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve (12) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's notice or (B) the date that Del's continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE Period"). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve eighteen (1218) months following your termination of your employment with Del for any reason or Del's termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx178 EAB Plaza, 0xx Xxxxx8th Floor, XxxxxxxxxUniondale, XX 00000NY 11556, stating that you have been offered such employment or other interest xxxx xxxx xxxxxxx xxxx xxxxxxxxxx xx xxxxx xnterest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del in its sole discretion determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve eighteen (1218) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's notice or (B) the date that Del's continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE PeriodPERIOD"). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve (12) months following your termination of your employment with Del for any reason or Del's termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, stating that you have been offered such employment or other interest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del in its sole discretion determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve (12) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's notice or (B) the date that Del's continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE Period"). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve eighteen (1218) months following your termination of your employment with Del for any reason or Del's termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx178 EAB Plaza, 0xx Xxxxx8th Floor, XxxxxxxxxUniondale, XX 00000NY 11556, stating that you have been offered such employment or other interest xxxx xxxx xxxxxxx xxxx xxxxxxxxxx xx xxxxx xnterest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve eighteen (1218) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's notice or (B) the date that Del's continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You I recognize that the Confidential Information Information, Inventions and Trade Secrets are special and unique and of great value to Delthe Company, that Del the Company has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Delthe Company's business, and that your my employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you I terminate your my employment with Del the Company for any reason or should Del the Company terminate your my employment for any reason, you I agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del the Company agrees to provide you me with continued payment of your my salary or wages, including without limitation under paragraph 7(d) or paragraph 17, wages or to provide you me separation or severance pay pay, pursuant to any agreement, severance policy or program of Del the Company or otherwise ("SEVERANCE “Severance Period"”). In the event that you I receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you I agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Delthe Company's interests against voluntary or coerced disclosure or misuse, you I agree that if the Company shall have the option to further restrict my employment and other interests as follows. If during your my employment with Del the Company or at any other time during the twelve (12) 12 months following your my termination of your my employment with Del the Company for any reason or Delthe Company's termination of your my employment for any reason you are I am offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you I wish to accept the same, you I will give prompt written notice to Delthe Company's Executive Vice President of - Human Resources Resources, at Del Laboratories200 Xxxx Xxxxxx, Inc.Xxx Xxxx, 000 XXX Xxxxx, 0xx Xxxxx, Xxxxxxxxx, XX Xxx Xxxx 00000, stating that you I have been offered such employment or other interest interest, representing that such offer is a bona fide and firm offer and that you I intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered and the terms (including base salary) of such offer and consenting to Del the Company contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del The Company will maintain as confidential the information you I provide with respect to such offer except as otherwise provided herein. (d) If Del the Company in its sole discretion determines that the Confidential Information Information, Inventions and/or Trade Secrets to which you I had access require such protection and elects, therefore, to restrict your my employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you me written notice no later than fourteen (14) days after Del the Company receives written notice from you me as above provided, specifying a period expiring not more than twelve (12) months following your my last day of employment with Del the Company during which it elects to restrict your my employment or other interest (the "RESTRICTED PERIODRestricted Period"), and irrevocably agreeing to pay you me monthly for each month (or portion thereof) commencing on the later of (A) the date of Delthe Company's notice or (B) the date that Delthe Company's continued payment of your my salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your Period, the greater of (i) my regular monthly base salary in effect on the last day of your my employment with Del the Company or (ii) the regular monthly base salary or other monthly compensation offered by the new employer or other entity (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you I agree that during the period for which payments as above provided are made, you I will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries business or over-the-counter pharmaceuticals any other business that is competitive, in any geographical area, with any business of Del (i) the Company to which you were I was assigned or for which you I rendered substantial employment services or with respect to which you were I was exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your my employment or (ii) The Colomer Group Participations, S.L. (a "RESTRICTED ENTITYRestricted Entity"); provided that your my ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not not, solely on its own own, be deemed to be a violation of this sentence. Notwithstanding the foregoing or anything in this Non-Competition Agreement to the contrary, for purposes of this Section 9(e), (i) the term “Company” shall be deemed to be Revlon, Inc. and The Colomer Group Participations, S.L. and their respective subsidiaries, and (ii) the business of the Company shall be limited to such businesses as the Company was engaged in (or had committed plans to engage in) as of October 1, 2013. (f) Notwithstanding any other provision of this Agreement Agreement, if during the period that payments referred to in paragraph (d) of this Section are made to you me and you I receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del the Company, after due notice from you me as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's ’s business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE “Severance Period"”). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's ’s interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve (12) months following your termination of your employment with Del for any reason or Del's ’s termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's ’s Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx, 0xx Xxxxx, Xxxxxxxxx, XX 00000, stating that you have been offered such employment or other interest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del in its sole discretion determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve (12) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"“Restricted Period”), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's ’s notice or (B) the date that Del's ’s continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"“Restricted Entity”); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.

Non-Competition After Employment. (a) You recognize that the Confidential Information and Trade Secrets are special and unique and of great value to Del, that Del has made a substantial investment in their development, that their disclosure to anyone not authorized to become aware of them, especially to any Restricted Entity (as defined below), could cause irreparable injury to Del's business, and that your employment with or interest in a Restricted Entity could make effective enforcement of this Agreement impracticable. (b) Because of this, should you terminate your employment with Del for any reason or should Del terminate your employment for any reason, you agree to comply with the restrictions set forth in paragraph (e) of this Section during any period that Del agrees to provide you with continued payment of your salary or wages, including without limitation under paragraph 7(d) or paragraph 17, or to provide you separation or severance pay pursuant to any agreement, severance policy or program of Del or otherwise ("SEVERANCE PeriodPERIOD"). In the event that you receive any lump sum payment in lieu of any such continuing payment during the Severance Period, you agree to comply with the restrictions set forth in paragraph (e) of this Section for the remainder of the Severance Period during which continuing payments would have been made. (c) In addition, having in mind that the preceding paragraph (b) may not adequately protect Del's interests against voluntary or coerced disclosure or misuse, you agree that if during your employment with Del or at any other time during the twelve eighteen (1218) months following your termination of your employment with Del for any reason or Del's termination of your employment for any reason you are offered employment with or any other interest referred to in paragraph (e) of this Section with a Restricted Entity and you wish to accept the same, you will give prompt written notice to Del's Vice President of Human Resources at Del Laboratories, Inc., 000 XXX Xxxxx178 EAB Plaza, 0xx Xxxxx8th Floor, XxxxxxxxxUniondale, XX 00000NY 11556, stating that you have been offered such employment or other interest havx xxxx xxxxxxx xxxx xxxxxxxxxx xx xxxxx xxxxxest representing that such offer is a bona fide and firm offer and that you intend to accept the same unless precluded hereby, specifying the specific employment title and duties or other interest so offered of such offer and consenting to Del contacting appropriate officials at such other company solely for the purpose of verifying the nature and terms of the employment or other interest offered. Del will maintain as confidential the information you provide with respect to such offer except as otherwise provided herein. (d) If Del determines that the Confidential Information and/or Trade Secrets to which you had access require such protection and elects, therefore, to restrict your employment or other interest as provided in paragraph (e) of this Section, it shall be entitled to do so by giving you written notice no later than fourteen (14) days after Del receives written notice from you as above provided, specifying a period expiring not more than twelve eighteen (1218) months following your last day of employment with Del during which it elects to restrict your employment or other interest (the "RESTRICTED PERIOD"), and irrevocably agreeing to pay you monthly for each month (or portion thereof) commencing on the later of (A) the date of Del's notice or (B) the date that Del's continued payment of your salary or wages or payment of separation or severance pay referred to in paragraph (b) of this Section terminates, and continuing through the end of the Restricted Period your regular monthly base salary in effect on the last day of your employment with Del (pro rated for any partial month). Any payment being made to you under paragraph 17(a) shall satisfy the requirement for payment set forth in this paragraph for the month in which such payment is made. There are not to be double payments under this paragraph and paragraph 17. (e) If the option provided for in paragraph (d) of this Section is so exercised or any payments are made as set forth in paragraph (b) of this Section, you agree that during the period for which payments as above provided are made, you will not directly or indirectly, as a director, officer, stockholder, partner, associate, employee, consultant, owner, agent or independent contractor become or be interested in, or associated with, any other corporation, firm or business engaged in a consumer or professional cosmetics, fragrances, toiletries or over-the-counter pharmaceuticals business that is competitive, in any geographical area, with any business of Del to which you were assigned or for which you rendered substantial employment services or with respect to which you were exposed to Confidential Information or Trade Secrets at any time during the two years prior to the termination of your employment (a "RESTRICTED ENTITY"); provided that your ownership, directly or indirectly, of not more than one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national security exchange or on the over-the-counter market shall not solely on its own be deemed to be a violation of this sentence. (f) Notwithstanding any other provision of this Agreement if during the period that payments referred to in paragraph (d) of this Section are made to you and you receive compensation for employment or consulting services rendered to any corporation, firm or business which (i) is not a Restricted Entity or (ii) is a Restricted Entity as to which Del after due notice from you as required by paragraph (c) of this Section, does not duly exercise its option under paragraph (d) of this Section, the amounts of such payments referred to in paragraph (d) of this Section shall be reduced by the amount of such other compensation payable as a result of such other employment or consulting services.