Non-Competition Provisions. The Consultant agrees that during the 18-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with any business carried on by NewAlliance, NewAlliance Bank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.
Appears in 4 contracts
Samples: Release, Consulting and Noncompetition Agreement (Newalliance Bancshares Inc), Release, Consulting and Noncompetition Agreement (Newalliance Bancshares Inc), Release, Consulting and Noncompetition Agreement (Cornerstone Bancorp Inc)
Non-Competition Provisions. The Consultant Executive agrees that during the 1812-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any either Hampden County in the Commonwealth of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland Massachusetts or Xxxxxxx Counties County in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with is engaged in any line of business carried on conducted by NewAlliance, NewAlliance Bank or any of their subsidiariessubsidiaries immediately following the Effective Time of the Merger, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.
Appears in 3 contracts
Samples: Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc), Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc), Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc)
Non-Competition Provisions. The Consultant Executive agrees that during the 18-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance the Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance the Bank, competitive with any business carried on by NewAlliancethe Company, NewAlliance the Bank or any of their subsidiaries, including including, but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance the Company or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant Executive desires to join a Competing Business and requests the written consent of NewAlliance the Bank to permit him to do so during the Non-Competition Period, the Consultant Executive shall provide the President and Chief Executive Officer of NewAlliance the Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance the Bank within fifteen (15) days of receiving such request. NewAlliance The Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant Executive of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.
Appears in 2 contracts
Samples: Retention Agreement (Cornerstone Bancorp Inc), Retention Agreement (Newalliance Bancshares Inc)
Non-Competition Provisions. The Consultant Section 4.21 of the Reorganization Agreement is hereby amended to read as follows: Company Parent agrees that during neither it nor any of its Subsidiaries shall, for a period of three (3) years after the 18-month period immediately following Closing Date, compete directly or indirectly with Newco or Newco Parent and its Subsidiaries (including, without limitation, by seeking business opportunities, responding to requests for bids or other proposals, and by performing contracts) for revenue producing service contracts with state and local government agencies in the Effective Date state and local government markets (which shall refer to vertical lines of business and not geographic areas) in which the Company and Newco Parent's Subsidiaries are actively engaged in business as of the Merger Closing Date; provided, however, that such restriction shall not apply, and Company Parent and its Subsidiaries shall be free at all times to pursue and perform any and all of the following contracts secured before, during and after the aforementioned restriction period:
(a) Contracts and business in the “Nonhealth-Competition Period”related, transportation, law enforcement and public safety, and education-related markets pursued by Company Parent's Subsidiaries, AdvanceMed Corporation, DynRide LLC, DynCorp Information and Enterprise Technology, Inc. and DynCorp Information Systems, and their successors in interest, respectively;
(b) Any and all business that is conducted by Company Parent or any of its Subsidiaries under or in connection with, or as an outgrowth of, any federal government contract regardless of when awarded to Company Parent or a Subsidiary;
(c) Any and all business that is conducted by Company Parent or any of its Subsidiaries under any non-federal government contract that is in effect as of the Closing Date (other than contracts that are currently being performed, or are presently contemplated to be performed, by the Company);
(d) Any and all business that is conducted at any time by any business or entity that may be acquired by Company Parent or any of its Subsidiaries, so long as the Consultant will aggregate revenue of such business or entity from contracts with state and local governments does not exceed, in the year of acquisition, more than the lesser of 15% of total annual revenue of such acquired business or entity or $7,500,000;
(e) Any and all business that is conducted by an Affiliate of Company Parent that is not a Subsidiary consolidated with Company Parent (or its parent) for financial reporting purposes;
(f) Any and all business that is conducted by (i) without any Subsidiary of Company Parent subsequent to Company Parent's complete divestiture of such Subsidiary or (ii) any non-affiliated third party that purchases any portion of Company Parent's or any of its Subsidiaries' business;
(g) Any and all business under contracts or proposals of any Subsidiary of Company Parent (other than the prior written consent Company) outstanding as of NewAlliance Bankthe Closing Date with other than state and local government agencies, engage in, become interested inbut for services ultimately beneficial, directly or indirectly, to a state or local government;
(h) Contracts to provide information technology desk top or "seat" management hardware and services to a state or local government agency if, after reasonable notice of the opportunity by Company Parent or a Subsidiary to Newco or Newco Parent, Newco or Newco Parent has failed to actively seek or pursue such opportunity;
(i) Investments in any business that may be involved in providing services to state and local government agencies so long as a sole proprietor, as a partner the securities of such businesses are publicly traded and the aggregate investment by Company Parent does not exceed 1% of the total outstanding securities in a partnership, or as a shareholder in a corporation, or become associated with, which the investment is made;
(j) Contracts and business in the capacity aviation support, operations, maintenance and training; airport operations and management; security services and training; facility and equipment maintenance and management; logistics support; [non-software] engineering support services; and construction and construction management markets pursued by Company Parent's Subsidiaries, DynCorp Technical Services LLC and DynCorp International LLC; and
(k) Contracts and business with the Commonwealth of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” Puerto Rico and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with any business carried on by NewAlliance, NewAlliance Bank or any of their subsidiaries, including but not limited to entities which lend money its agencies and take deposits (in each case, a “Competing Business”), providedinstrumentalities; provided further, however, that this provision such restriction shall not prohibit apply to any entity which may acquire the Consultant from owning bonds, non-voting preferred stock or up a substantial portion of the assets of Company Parent or one or more of its Subsidiaries, where such business or activities are carried on by such entity or its subsidiaries or affiliates other than Company Parent or the current Subsidiaries of Company Parent. Section 3 3.1 Conditions Precedent to five percent (5%Obligations of the Company and Company Parent. Subsection 5.2(c) of the outstanding common stock of any Competing Business if such common stock Reorganization Agreement is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave hereby deleted and replaced by the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentenceword "Reserved".
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tekinsight Com Inc), Agreement and Plan of Reorganization (Dyncorp)
Non-Competition Provisions. The Consultant Executive agrees that during the 1812-month period immediately following the Effective Date of the Merger (the “Non-Competition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance Bank, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise or entity located in any either Hampden County in the Commonwealth of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland Massachusetts or Xxxxxxx Counties Winxxxx Xxunty in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with is engaged in any line of business carried on conducted by NewAlliance, NewAlliance Bank or any of their subsidiariessubsidiaries immediately following the Effective Time of the Merger, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance or any of its subsidiaries to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.
Appears in 1 contract
Non-Competition Provisions. The Consultant agrees that during the 18-18 month period immediately following the Effective Date of the Merger Time (the “Non-Competition Compete Period”), the Consultant will not (i) without the prior written consent of NewAlliance BankNational Penn (which consent may be given or withheld, in National Penn’s sole discretion), directly or indirectly:
(a) engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, consultant, director, officer, owner, principal, agent, trustee or in any other capacity whatsoever, any proprietorship, partnership, corporation, enterprise or entity located in any county in which, as of Fairfieldthe Effective Date, HartfordNational Penn, Litchfield, Middlesex, New Haven, New London, Tolland National Penn Bank or Xxxxxxx Counties in any of their subsidiaries maintains a branch office (including as a result of the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island Merger) (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance National Penn Bank, competitive with any business carried on by NewAllianceNational Penn, NewAlliance National Penn Bank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), ; provided, however, that this provision shall not prohibit the Consultant from either (i) owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, or (ii) from and after the six month anniversary of the Effective Time, serving another banking organization (including a bank, thrift or credit union) with operations in one or more Counties and less than $300 million in assets as its interim President and Chief Executive Officer or in a similar consulting capacity of such organization (the “Interim Position”);
(b) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance National Penn or any of its subsidiaries to leave the employment of such entities, or or
(iiic) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance National Penn or any of its subsidiaries) any customer of NewAlliance National Penn or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance National Penn or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance National Penn or its subsidiaries and any such customers. In This Section 4 shall survive the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity termination or expiration of the Competing Business, the nature of his proposed position, duties and responsibilities Consulting Period in accordance with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentenceterms.
Appears in 1 contract
Samples: Consulting and Noncompetition Agreement (Tf Financial Corp)
Non-Competition Provisions. (a) The Consultant agrees that during hereby acknowledges and recognizes the 18-month period immediately following the Effective Date highly competitive nature of the Merger (business of the “Non-Competition Corporation and the Bank and accordingly agrees that, during and for the Consulting Period”), the Consultant will not not:
(i) without the prior written consent of NewAlliance Bank, engage in, become interested inbe engaged, directly or indirectly, either for his own account or as a sole agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a partner in a partnershippublicly owned company) or otherwise of, or as a shareholder in a any person, firm, corporation, or become associated withenterprise engaged, in (A) the capacity of employeebanking, directoror financial service industry, officer, principal, agent, trustee or in (B) any other capacity whatsoever, any enterprise activity in which the Corporation or entity located in any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties in the State of Rhode Island (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance Bank, competitive with any business carried on by NewAlliance, NewAlliance Bank or any of their subsidiariessubsidiaries is engaged during the Consulting Period, in either case (A) or (B), in any county in which, at any time during the Consultant’s prior employment with the Employer or during the Consulting Period, a branch, office or other facility of the Corporation or the Bank or any of their subsidiaries is located, or in any county contiguous to such a county, including but not limited to entities which lend money and take deposits contiguous counties located outside of the Commonwealth of Pennsylvania (in each case, a the “Competing BusinessNon- Competition Area”), provided, however, that this provision shall not prohibit the Consultant from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, ; and
(ii) solicit provide financial or induceother assistance to any person, firm, corporation, or cause others to solicit enterprise engaged in (A) the banking or inducefinancial services industry, or (B) any employee of NewAlliance other activity in which the Corporation or the Bank or any of its their subsidiaries to leave was engaged during the Consultant’s prior employment of such entitieswith the Employer or during the Consulting Period, or (iii) solicit (whether by mail, telephone, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance or any of its subsidiaries) any customer of NewAlliance or any of its subsidiaries to transact business with any other entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance or its subsidiaries, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or its subsidiaries and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition PeriodArea.
(b) It is expressly understood and agreed that, although the Consultant, the Consultant shall provide Corporation and the President Bank consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for the Corporation and Chief Executive Officer of NewAlliance the Bank with and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the identity of time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Competing BusinessConsultant, the nature provisions of his proposed position, duties Subsection (a) will not be rendered void but will be deemed amended to apply as to such maximum time and responsibilities with such entity, territory and to such other information extent as such court may judicially determine or indicate to be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentencereasonable.
Appears in 1 contract
Samples: Employment Agreement (First Priority Financial Corp.)
Non-Competition Provisions. The Consultant Executive agrees that during the 1836-month period immediately following the Effective Retirement Date of the Merger (the “Non-Competition Noncompetition Period”), the Consultant Executive will not (i) without the prior written consent of NewAlliance the Bank (which consent may be given or withheld in the Bank’s sole discretion), directly or indirectly, engage in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a shareholder in a corporation, or become associated with, in the capacity of employee, consultant, director, officer, owner, principal, agent, trustee or in any other capacity whatsoever, any proprietorship, partnership, corporation, enterprise or entity located in any county in which the Company, the Bank or any of Fairfield, Hartford, Litchfield, Middlesex, New Haven, New London, Tolland their subsidiaries maintains an office or Xxxxxxx Counties in the State of Connecticut or Kent, Providence or Washington Counties any immediately adjacent county located in the State of Rhode Island Pennsylvania (collectively, the “Counties” and individually a “County”) or in the New York, New York Primary Metropolitan Statistical Area (“PMSA”), which proprietorship, partnership, corporation, enterprise or other entity is, or may be deemed to be by NewAlliance the Bank, competitive with any business carried on by NewAlliancethe Company, NewAlliance the Bank or any of their subsidiaries, including but not limited to entities which lend money and take deposits (in each case, a “Competing Business”), provided, however, that this provision shall not prohibit the Consultant Executive from owning bonds, non-voting preferred stock or up to five percent (5%) of the outstanding common stock of any Competing Business if such common stock is publicly traded, (ii) solicit or induce, or cause others to solicit or induce, any employee of NewAlliance the Employer or any of its subsidiaries or affiliates to leave the employment of such entities, or (iii) solicit (whether by mail, telephone, electronically, personal meeting or any other means, excluding general solicitations of the public that are not based in whole or in part on any list of customers of NewAlliance the Employer or any of its subsidiariessubsidiaries or affiliates) any customer of NewAlliance the Employer or any of its subsidiaries or affiliates to transact business with any other person or entity, whether or not a Competing Business, or to reduce or refrain from doing any business with NewAlliance the Bank or its subsidiariessubsidiaries or affiliates, or interfere with or damage (or attempt to interfere with or damage) any relationship between NewAlliance or the Employer and its subsidiaries or affiliates and any such customers. In the event the Consultant desires to join a Competing Business and requests the written consent of NewAlliance Bank to permit him to do so during the Non-Competition Period, the Consultant shall provide the President and Chief Executive Officer of NewAlliance Bank with the identity of the Competing Business, the nature of his proposed position, duties and responsibilities with such entity, and such other information as may be reasonably requested by NewAlliance Bank within fifteen (15) days of receiving such request. NewAlliance Bank agrees to consider and review any such request (provided that no more than one request may be submitted within any 45 day period), and to notify the Consultant of its determination within thirty (30) days of receiving the information requested pursuant to the preceding sentence.
Appears in 1 contract
Samples: Retirement, Consulting and Noncompetition Agreement (Abington Bancorp, Inc./Pa)