Non-Competition and Non-Solicitation Obligations. In order to protect the Confidential Information and Goodwill and in order to enforce your agreement not to disclose Confidential Information, the Company and you agree that, during the term of your employment with the Company and for twelve (12) months after the termination of your employment with the Company pursuant to Sections 6.2, 6.3, 6.4, 6.5 or 6.6, you will not, except in your capacity as an employee of the Company, in any capacity for you or others, directly or indirectly:
(i) compete or engage, anywhere in the geographic area comprised of Brazos, Dallas, Harris, Montgomery, Fort Bend and Tarrant Counties in Texas, and any additional county in which the Company has established a branch office (the “Market Area”), in a financial services business similar to that of the Company;
(ii) take any action to invest in, own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, association, corporation, limited liability company, trust, unincorporated organization or any other business entity (an “Entity”) engaging in a financial or depository institution, financial planning or investment advisory business similar to that of the Company anywhere within the Market Area; except that you are permitted to own, directly or indirectly, up to two percent (2%) of the issued and outstanding securities of any publicly traded financial institution conducting business in the Market Area;
(iii) Within the Market Area (i) enter into, or facilitate any other Entity to enter into, an agreement with any customer of the Company to provide goods and services of the same or similar type as the Company provides, (ii) accept business from, or facilitate any other Entity to gain or accept such business from or with any customer of the Company, (iii) assist a competitor of the Company in the sale to any customer of the Company of business of the same or similar type as the Company provides, or (iv) encourage or facilitate any customer of the Company to purchase goods and services of the same or similar type as the Company provides from a competitor of the Company.
(iv) Within the geographic Market Area, call on, service or solicit competing business from any customers of the Company if, within the twelve (12) months before your termination, you had or made contact with the customer, or had access to information and files about the customer; or
(v) call on, solicit or induce any employee of the Company whom you had...
Non-Competition and Non-Solicitation Obligations. Executive agrees that the restrictions provided for in this Section 4 are reasonable and necessary for the protection of the Company’s trade secrets and other protectable interests, and that Executive’s obligations in Sections 1 – 3 are inadequate by themselves to protect the Company’s interests and prevent irreparable harm. The obligations created by this Section of the Agreement shall be referred to as the “Protective Covenants.”
Non-Competition and Non-Solicitation Obligations. (a) Upon any termination of Executive’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, other than a termination in connection with a Change in Control, Executive agrees not to compete with the Bank and/or the Company for a period of one (1) year following such termination within twenty-five (25) miles of any existing branch of the Bank or any subsidiary of the Company or within twenty-five (25) miles of any office for which the Bank, the Company or a Bank subsidiary of the Company has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said area, cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank and/or the Company. The parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its business and property in the event of Executive’s breach of this Subsection 11(a) agree that in the event of any such breach by Executive, the Bank and/or the Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank and/or the Company, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and/or the Company from pursuing any other remedies available to the Bank and/or the Company for such breach or threatened breach, including the recovery of damages from Executive.
(b) Upon any termination of Executive’s employment hereunder as a result of which the Bank is paying Executive benefits under Section 6 of this Agreement, other than a termination in connection with a Change in Control, Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employme...
Non-Competition and Non-Solicitation Obligations. During the effective term of the employment relationship between the Company and Grantee, the latter will not be entitled to any additional remuneration for the obligations assumed herein, but the payment of the monthly gross base salary and benefits, as agreed upon in the individual employment agreement executed between the Company and Grantee, since the obligations assumed herein represent orders given by the Company, as the employer, and are part of the obligations related to the work for which Grantee is hired.
Non-Competition and Non-Solicitation Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential information of the Company that have been or will in the future be disclosed or entrusted to Executive, the business good will of the Company and its affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its affiliates; the Company and Executive agree to the following provisions:
(i) Executive hereby agrees that during the term of his direct or indirect employment or consulting relationship with the Company (as the case may be), and for a period of twelve (12) months following the termination of his employment or consulting relationship with the Company (as the case may be) for any reason, Executive shall not directly or indirectly solicit, induce, recruit, hire or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt any of the foregoing, either for himself or any other person or entity. For a period of twelve (12) months following termination of Executive’s employment or consulting relationship with the Company (as the case may be) for any reason, Executive hereby covenants not to solicit any licensor to or customer of the Company or licensee of the Company’s products, that are known to him with respect to any business, products or services that are competitive to the products or services offered by the Company or under development as of the date of termination of his relationship with the Company. In the event that Executive’s employment with the Company is terminated by the Company without Cause or if Executive resigns for Good Reason, then the twelve (12) month periods referenced above in this section shall each be reduced to six (6) months.
(ii) Executive hereby agrees that during the term of his direct or indirect employment or consulting relationship with the Company (as the case may be) and for twelve (12) months following the termination of his employment or consulting relationship with the Company (as the case may be) for any reason, he will not, without the Company’s prior written consent, directly or indirectly work on any products or services that are competitive with products or services (a) being commercially developed or exploited by the Company during his employment or consultancy with the C...
Non-Competition and Non-Solicitation Obligations. The Grantee acknowledges that Grantee is subject to certain non-competition, non-solicitation and other obligations (the “Obligations”) under separate contractual agreement(s) with TCF Financial or TCF National Bank Grantee affirms that this Agreement and the Shares awarded hereunder constitute additional consideration for the Obligations, which Grantee hereby re-affirms as binding and enforceable obligations of the Grantee, and that the Shares and other consideration awarded hereunder may be cancelled or forfeited in the event Grantee breaches the Obligations.
Non-Competition and Non-Solicitation Obligations. Subject to satisfaction of the Bank’s payment obligations under Article 3 of this Agreement, for a period of one (1) year following the Executive’s Qualifying Termination, the Executive will not, directly or indirectly,
(i) accept employment from, or act as a consultant or advisor to, any other financial institution, financial institution holding company, lender, trust company or other financial service provider entity, directly or indirectly engaged in deposit-taking or lending activities (a “Competitor”) that maintains a Competing Business Office. For purposes of this Section 5.03, the term “Competing Business Office” means any business office of a Competitor, including without limitation any bank branch, loan production office, trust office or operations center), that is located within a fifty (50) “air” mile radius from the Bank office that is the Executive’s assigned principal place of employment with the Bank immediately prior to the Qualifying Termination; or
Non-Competition and Non-Solicitation Obligations. The Optionee acknowledges that Optionee is subject to certain non-competition, non-solicitation and other obligations (the “Obligations”) under separate contractual agreement(s) with TCF Financial or TCF National Bank. Optionee affirms that this Agreement and the Shares awarded hereunder constitute additional consideration for the Obligations, which Optionee hereby re-affirms as binding and enforceable obligations of the Optionee, and that the Options and other consideration awarded hereunder may be cancelled or forfeited in the event Optionee breaches the Obligations.
Non-Competition and Non-Solicitation Obligations. Following a Qualifying Termination and subject to satisfaction of the Bank’s payment obligations under Article 3 of this Agreement, for a period of one (1) year following the Executive’s Date of Termination, the Executive will not, directly or indirectly,
(i) accept employment from, or act as a consultant or advisor to, any other financial institution, lender, trust company or other financial service provider entity (a “Competitor”) at any business office of such Competitor (including without limitation any bank branch, loan production office, trust office or operations center), located within a fifty (50) “air” mile radius from Morrisville, Vermont; or
(ii) suggest to or advise any customer of the Bank to withdraw, curtail, or cancel his or her or its business with the Bank; or
(iii) call on, cause, suggest, or induce others to call on, any customer of the Bank or otherwise solicit their business; or
(iv) solicit, entice, hire, or attempt to hire or employ any employee of the Bank or the Parent. During the one year period following the Executive’s Date of Termination, the Executive shall inform any prospective employer that the Executive is bound by the restrictions in this Section 5.03.
Non-Competition and Non-Solicitation Obligations. The parties recognize that due to his position within Xxxx, Employee has a special knowledge of Dana’s business plans, people, and confidential trade secret information. It is further agreed that the disclosure of this information would result in extensive damage to Xxxx. Xxxx, for its part, recognizes Employee will need to make a living to support his family. In order to meet the interests of both parties, and in consideration of Dana’s promises set forth in Paragraph 4 above, Employee agrees that he will not without the express prior written approval of Xxxx, prior to June 30, 2009, provide services of any kind for remuneration to any business, individual, or entity located in North or South America which has products which compete with axle products of Xxxx which represent more than 10% of Dana’s 2008 sales from those businesses for which Employee had responsibility during his final twenty four months of employment with Xxxx. Further, Employee agrees not to solicit or to assist or otherwise become involved in the solicitation of any Xxxx employee for employment outside of Xxxx or its subsidiaries or affiliates in North America prior to June 30, 2009. Employee further agrees to make full disclosure of the applicable obligations contained in Paragraphs 7 through 10 of this Agreement to any prospective employer prior to June 30, 2009.
