Non Competition Non Solicitation and Confidential Information. In consideration of the Payments to be made hereunder:
Non Competition Non Solicitation and Confidential Information. For the Term of this Agreement, for the period of time during which the Executive receives benefits pursuant to paragraph 4(a)(iv) hereof, and within any state or similar foreign geographic territory where the Company engages in business, the Executive covenants and agrees as follows:
Non Competition Non Solicitation and Confidential Information. Executive warrants that Executive has, and will continue to comply fully with the requirements of the Change in Control Agreement.
Non Competition Non Solicitation and Confidential Information. (a) For purposes of those certain Non-Competition/Non-Solicitation Agreements, dated as of January 29, 2002, by and between each of the Sellers and Phoenix (each, a "Non-Competition Agreement"), (i) each Seller hereby agrees with Phoenix that all references, if any, made to the "Operating Agreement" in the Noncompetition Agreement to which such Seller is a party shall be deemed to be references to the Current Operating Agreement and (ii) each Seller that is a party to an Amended and Restated Employment Agreement with the Company, dated as of September 30, 2005 (each, an "Amended and Restated Employment Agreement") hereby agrees with Phoenix that (A) all references made in the Non-Competition Agreement to which such Seller is a party to such Seller's "Employment Agreement" shall be deemed to be references to the Amended and Restated Employment Agreement to which such Seller is a party and (B) the definition of the term "Competitive Activity" in the Non-Competition Agreement to which such Seller is a party is hereby amended to have the meaning set forth in such Seller's Amended and Restated Employment Agreement.
Non Competition Non Solicitation and Confidential Information. (i) During the term of this Agreement, Employee shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, owner, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company or the Company’s affiliates. In this regard, Employee acknowledges that, as President and Chief Executive Officer and as an officer of the Company, he serves in a position of trust to the Company and its affiliates and that he owes a fiduciary duty of loyalty to the Company, its shareholders and its affiliates. As a result, Employee agrees that, during the term of his employment with the Company or with any of its affiliates and that for a three-year period thereafter, he will not solicit any employees, agents and brokers, or sales personnel or clients of the Company or its affiliates for the purpose of requesting any such person to list property with a person or entity other than the Company or to join Employee in a business operation or venture competitive to the business of the Company or its affiliates. For the purpose of this Agreement, the affiliates of the Company consist of all entities and corporations which are subsidiaries of the Company. It is acknowledged that this provision operates in addition to and not in conflict with the Restrictive Covenants set out in the Equity Agreements defined in Section 12 below.
Non Competition Non Solicitation and Confidential Information. (a) Non-competition and Non-solicitation. For one year following the termination or cessation of the Executive’s employment for any reason other than a termination by Employer without Cause or a termination by Executive for Good Reason (other than a termination by the Executive pursuant to Section 4(c) (v) (“Change in Control”) in which case this Section 5(a) will apply) (the “Restricted Period”), the Executive will not, directly or indirectly, whether as owner, partner, shareholder (except as a passive investor owning less than 5% of any class of voting securities of any entity), consultant, agency, executive, co-venturer or otherwise, or through any Person compete with the Employer’s Business (as defined below) in any location within a thirty (30) mile radius of an office in which the Employer is conducting business at the time of the termination or cessation. In addition, during the Restricted Period, the Executive will not (i) hire or attempt to hire any officer or employee of the Employer to perform services that compete with the Employer’s Business or encourage any such officer or employee to terminate his or her relationship with the Employer, (ii) solicit or encourage any customer of the Employer to terminate its relationship with the Employer, (iii) conduct with any Person any business or activity which such Person conducts with the Employer, or (iv) establish or assist in the establishment of a business that will engage in any business activity of the Employer’s Business. For purposes of this Agreement, the Employer’s Business shall be defined to include, as undertaken by the Employer as of the termination or cessation of the Executive’s employment, origination of residential mortgage loans, and retail and commercial banking.
Non Competition Non Solicitation and Confidential Information. During the time the Executive performs services or receives any compensation or benefits pursuant to this Agreement the Executive i) will not participate as an owner (which shall not include ownership of less than 2% of the stock of a publicly-traded company), employee, officer, director, promoter, or consultant in a business competitive with the Company; ii) the Executive will not request, induce or advise any vendors, existing or potential corporate partners or investors, and/or customers of the Company to withdraw, curtail, limit, reduce, or cancel their business or business relationship(s) with the Company; and iii) will not hire any employees, consultants, contractors or representatives of the Company(or those of any of its affiliates), nor induce or attempt to induce, or assist any other person or entity to (including without limitation by providing such person or entity any information regarding the Company’s business or employees) induce or attempt to induce such employees, consultants, contractors or representatives to stop working for, contracting with or representing the Company or any of its affiliates, or to work for, contract with or represent any of the Company's (or its affiliates’) competitors. As a condition of employment, Executive agrees to execute and abide by the Company’s standard employment and benefits forms, including Policy on Protection of Material/Prevention of Xxxxxxx Xxxxxxx, IT Security and Compliance Policy, Code of Business Conduct and Ethics, Anti-Corruption Policy, Policy Against Harassment, Policy on Filing, Receipt, and Treatment of Complaints, Legal Hold Policy, Publication Policy, Corporate Communications Guidelines, and PhRMA Code on Interactions with Healthcare Professionals.
Non Competition Non Solicitation and Confidential Information. (i) No severance pay shall be paid during any period in which the Executive engages in a Competing Business (defined below) or in Solicitation (defined below) or after the Executive has disclosed Confidential Information (defined below), and in consideration of severance pay the Executive will not during the Severance Period engage in a Competing Business or in Solicitation or disclose Confidential Information.
Non Competition Non Solicitation and Confidential Information. Executive warrants that Executive will comply fully with the requirements of the non-competition, non-solicitation, and protection of confidential information provisions set forth as follows:
Non Competition Non Solicitation and Confidential Information. In consideration for the receipt of salary continuation and all of the other benefits set forth herein, the EMPLOYEE agrees that for a two year period commencing on the date EMPLOYEE signs this Agreement, EMPLOYEE shall not (i) directly or indirectly, except with the advance written approval, which shall not unreasonably be withheld, of the President and Chief Executive Officer of the COMPANY, engage or otherwise participate in any business which is competitive with any significant line of business of the COMPANY (other than through ownership of not more than 5% of the voting securities of any such competitive business) or (ii) solicit or induce any employee of the COMPANY to leave his or her employment with the COMPANY to accept employment or other engagement with any such competitive business. In the event that EMPLOYEE breaches this undertaking, in addition to any and all other remedies the COMPANY may have, the EMPLOYEE shall reimburse the COMPANY for all monies paid to the EMPLOYEE by the COMPANY under this Agreement, salary continuation payments shall immediately and permanently cease, EMPLOYEE shall be laid off immediately and he forfeits his right to any future payments or benefits set forth in this Agreement. In addition, EMPLOYEE acknowledges that, by virtue of his senior management position with the COMPANY, EMPLOYEE has detailed and extensive current knowledge of the COMPANY’s highly confidential and proprietary information, including but not limited to competitive operating and strategic plans and objectives, customer lists, cost structures and capabilities and that disclosure of such information to the COMPANY’s competitors would cause irreparable harm to the COMPANY. EMPLOYEE agrees that he shall maintain such information as strictly confidential for a period of two years commencing on the date EMPLOYEE signs this Agreement. In the event that EMPLOYEE breaches this undertaking, in addition to any and all other remedies the COMPANY may have, the EMPLOYEE shall reimburse the COMPANY for all monies paid to the EMPLOYEE by the COMPANY under this Agreement, salary continuation payments shall immediately and permanently cease, EMPLOYEE shall be laid off immediately and EMPLOYEE forfeits his right to any future payments or benefits set forth in this Agreement. NINTH: Period for Review and Consideration of Agreement. EMPLOYEE understands that EMPLOYEE has been given a period of 21 days to review and consider this Agreement before signing it. EMPLOYE...
