NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement: 8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding. 8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation. 8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 of this Agreement. 8.4 Executive acknowledges that the provisions of this Paragraph 8 are reasonable and necessary for the protection of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
Appears in 2 contracts
Samples: Executive Employment Agreement (WMS Industries Inc /De/), Executive Employment Agreement (WMS Industries Inc /De/)
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices coin-operated video games, home video games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 For purposes of this Agreement.
8.4 Executive acknowledges that the provisions , "cause" means (i) conviction (pursuant to a final or non-appealable judgment) of this Paragraph 8 are a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure and refusal to follow a reasonable and necessary for the protection direction of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdictionChief Executive Officer, the remaining provisions shall not be affected, but shall, subject to President or the discretion Board of Directors of the Corporation after notice in writing of such courtfailure or refusal and a cure period of ten days thereafter; or (iii) commission of any dishonest, remain in full force and willful or grossly negligent act which has or is reasonably likely to have a material adverse effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableCorporation or its customer or trade relationships.
Appears in 2 contracts
Samples: Executive Employment Agreement (Midway Games Inc), Executive Employment Agreement (Midway Games Inc)
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, other than pursuant to Executive's rights under Paragraph 3.2, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices coin-operated video games, home video games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 For purposes of this Agreement.
8.4 Executive acknowledges that the provisions , "cause" means (i) conviction (pursuant to a final or non-appealable judgment) of this Paragraph 8 are a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure and refusal to follow a reasonable and necessary for the protection direction of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdictionChief Executive Officer, the remaining provisions shall not be affected, but shall, subject to President or the discretion Board of Directors of the Corporation after notice in writing of such courtfailure or refusal and a cure period of ten days thereafter; or (iii) commission of any dishonest, remain in full force and wilful or grossly negligent act which has or is reasonably likely to have a material adverse effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableCorporation or its customer or trade relationships.
Appears in 1 contract
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices coin-operated video games, home video games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 For purposes of this Agreement.
8.4 Executive acknowledges that the provisions , "cause" means (i) conviction (pursuant to a final or non-appealable judgment) of this Paragraph 8 are a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure and refusal to follow a reasonable and necessary for the protection direction of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdictionChief Executive Officer, the remaining provisions shall not be affected, but shall, subject to President or the discretion Board of Directors of the Corporation after notice in writing of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.failure or
Appears in 1 contract
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices coin-operated video games, home video games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 of this Agreement.
8.4 Executive acknowledges that the provisions of this Paragraph 8 are reasonable and necessary for the protection of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.
Appears in 1 contract
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his employment without "good reason" without the written consent of the Corporation, he will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices or coin-operated amusement games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 For purposes of this Agreement.
8.4 Executive acknowledges that the provisions , "cause" means (i) conviction (pursuant to a final or non-appealable judgment) of this Paragraph 8 are a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure and refusal to follow a reasonable and necessary for the protection direction of the Corporation. In Chief Executive Officer or the event that any provision Board of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable Directors of the Corporation after notice in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion writing of such courtfailure or refusal and a cure period of ten days thereafter; or (iii) commission of any dishonest, remain in full force and willful or grossly negligent act which has or is reasonably likely to have a material adverse effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableCorporation or its customer or trade relationships.
Appears in 1 contract
Samples: Executive Employment Agreement (WMS Industries Inc /De/)
NON-COMPETITION AND NON-RAIDING. In consideration of the Corporation's entering into this Agreement:
8.1 Executive agrees that during the Term hereof and for a period of one year after termination for "cause" or after Executive terminates his her employment without "good reason" without the written consent of the Corporation, he she will not, directly or indirectly, without the prior written consent of the Corporation, own, manage, operate, join, control, participate in, perform any services for, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the design, importation, manufacture and/or sale of electronic gaming devices coin-operated video games, home video games or any business entity which is engaged in any other business in which the Corporation or any affiliate of the Corporation is engaged. Nothing herein contained shall be deemed to prohibit Executive from investing his her funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Executive's holdings therein represent less than five percent of the total number of shares or principal amount of other securities of such company outstanding.
8.2 Executive agrees that during the Term hereof and for a period of one year thereafter, he she will not, directly or indirectly, without the prior written consent of the Corporation, induce or influence, or seek to induce or influence, any person who is engaged by the Corporation or any affiliate of the Corporation as an employee, agent, independent contractor or otherwise, to terminate his her employment or engagement, nor shall Executive directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Corporation or any affiliate of the Corporation.
8.3 In the event that Executive is terminated for reasons other than "cause," then, for such period (not to exceed one year after termination) as the Corporation either continues to pay the Executive's base salary to him or has made a lump-sum payment to Executive pursuant to Section 12 hereof, Executive agrees that he will not, directly or indirectly, without the prior written consent of the Corporation, take any of the actions prohibited under subsection 8.1 For purposes of this Agreement.
8.4 Executive acknowledges that the provisions , "cause" means (i) conviction (pursuant to a final or non-appealable judgment) of this Paragraph 8 are a felony or any other crime involving fraud, larceny or dishonesty; (ii) failure and refusal to follow a reasonable and necessary for the protection direction of the Corporation. In the event that any provision of this Paragraph 8, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdictionChief Executive Officer, the remaining provisions shall not be affected, but shall, subject to President or the discretion Board of Directors of the Corporation after notice in writing of such courtfailure or refusal and a cure period of ten days thereafter; or (iii) commission of any dishonest, remain in full force and willful or grossly negligent act which has or is reasonably likely to have a material adverse effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableCorporation or its customer or trade relationships.
Appears in 1 contract