Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling: (1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries; (2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries; (3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or (4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law ; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company. (b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this
Appears in 4 contracts
Samples: Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxxxxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or arid/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Section 16, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company’s securing or posting of any bond in co with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 16 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
(d) The covenants in this Section 16 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.
(e) All of the covenants in this Section 16 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of Executive’s employment, during which the agreements and covenants of Executive made herein shall be effective, shall be computed by excluding from such computation any time during which Executive is in material violation of any provision of this Section 16.
Appears in 3 contracts
Samples: Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law ; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Section 16, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company’s securing or posting of any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 16 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
(d) The covenants in this Section 16 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.
(e) All of the covenants in this Section 16 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of Executive’s employment, during which the agreements and covenants of Executive made herein shall be effective, shall be computed by excluding from such computation any time during which Executive is in material violation of any provision of this Section 16.
Appears in 3 contracts
Samples: Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect During the CompanyEmployee’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between employment with the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two twelve (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (612) months following after the Employee’s Date of Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless “Restricted Period”), whether such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant pursuant to this Agreement or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engagedEmployee shall not, directly or indirectly, either alone or in conjunction with any business competitive with person, firm, association, company, corporation or other entity, anywhere within the business conducted by the Company or its affiliates or subsidiaries;
Territory (3) solicit businessas defined below), own, manage, operate, or attempt to solicit participate in the ownership, management, operation, or control of, or be employed by or provide services to, any person, business within the Territory, in products or services competitive entity which competes with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s Business (as defined below) if the Employee would have: (i) responsibilities that are entirely or Affiliatesubstantially similar to the responsibilities the Employee had at any time during the last twelve (12) months of the Employee’s customers employment with the Company; or prospective customers(ii) access to, or those individuals responsibility for, confidential information similar or entities relevant to the Proprietary Information to which the Employee had access to during the last twelve (12) months of the Employee’s employment with whom the Company (clauses (i) and (ii) together are referred to herein as the “Restrictive Conditions”). Notwithstanding anything to the contrary, nothing in this Section 10(a) prohibits the Employee from (i) being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee has no active participation in the business of such corporation or Affiliate did (ii) continuing to participate in the ownership of any business during in which the two-year period ending on Employee has either a direct or indirect investment as of the Termination Date; or
(4) testify as an expert witness in matters related to date hereof. For the Company’s business for an adverse party to the Company in litigation; providedavoidance of doubt, that nothing contained herein shall interfere prohibit the Employee, during the Restricted Period, from being employed by a private equity firm or holding a direct or indirect investment in any company so long as, in connection with Executive’s duty to testify as a witness if required by law ; provided, howeversuch employment or investment, the foregoing and this Section shall Employee does not prohibit provide services that would violate the Restrictive Conditions to any person, business or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities entity which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition competes with the Company or a subsidiary of the Company’s Business.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Campbell Alliance, Ltd.)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s 's Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s 's employment relationship or have conducted any business 12 months prior to the date of such termination (the “"Territory”"), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxxxxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law ; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this
Appears in 2 contracts
Samples: Employment Agreement (Basic Energy Services Inc), Employment Agreement (Basic Energy Services Inc)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, and in consideration of the grant to Executive of any long-term incentive compensation, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 10 through 15 14 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company for a reason other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where Executive performed services for the Company or any of its subsidiaries or affiliates are conducting any business Affiliates as of the date of termination of Executive’s employment relationship or have conducted any business had performed such services within 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil Well Servicing; Fluid Services; Pumping Services; Coil Tubing; Rental/Fishing Tools and gas pulling units Services; Contract Drilling; Wireline Services; Snubbing Services; Well Site Construction; or workover rigsWell Servicing Equipment Manufacturing, of completing or servicing, maintaining, or repairing oil Service and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drillingSales:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business business, or accept business, within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customerscustomers of the Company or any Affiliate that Executive had pitched on behalf of the Company or its Affiliate, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company. In addition, the post-termination non-solicitation restrictions described in this Section 15 apply only to those persons with whom Executive had contact relating to the Company’s business, or about whom Executive had access to Secret and Confidential Information, within 12 months before the date upon which his employment with the Company terminated.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section Sections 14, 15, or 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section Sections 14, 15, or 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Sections 14, 15, or 16, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company’s securing or posting of any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in Sections 14, 15, and 16 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
(d) The covenants in Sections 14, 15, and 16 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.
(e) All of the covenants in Sections 14, 15, and 16 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of Executive’s employment, during which the agreements and covenants of Executive made herein shall be effective, shall be computed by excluding from such computation any time during which Executive is in material violation of any provision of Sections 14, 15, or 16.
Appears in 1 contract
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates Affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxxxxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates Affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates Affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary or Affiliate of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Section 16, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company’s securing or posting of any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 16 to be reasonable and necessary to protect the proprietary and confidential information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
(d) The covenants in this Section 16 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.
(e) All of the covenants in this Section 16 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of Executive’s employment, during which the agreements and covenants of Executive made herein shall be effective, shall be computed by excluding from such computation any time during which Executive is in material violation of any provision of this Section 16.
Appears in 1 contract
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, and in consideration of the grant to Executive of any long-term incentive compensation, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 10 through 15 14 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company for a reason other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where Executive performed services for the Company or any of its subsidiaries or affiliates are conducting any business Affiliates as of the date of termination of Executive’s employment relationship or have conducted any business had performed such services within 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil Well Servicing; Fluid Services; Coil Tubing; Rental/Fishing Tools and gas pulling units Services; Wireline Services; Snubbing Services or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drillingWell Site Construction:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business business, or accept business, within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customerscustomers of the Company or any Affiliate that Executive had pitched on behalf of the Company or its Affiliate, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company. In addition, the post-termination non-solicitation restrictions described in this Section 15 apply only to those persons with whom Executive had contact relating to the Company’s business, or about whom Executive had access to Secret and Confidential Information, within 12 months before the date upon which his employment with the Company terminated.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section Sections 14, 15, or 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section Sections 14, 15, or 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Sections 14, 15, or 16, but shall be in addition to all remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company’s securing or posting of any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in Sections 14, 15, and 16 to be reasonable and necessary to protect the proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.
(d) The covenants in Sections 14, 15, and 16 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.
(e) All of the covenants in Sections 14, 15, and 16 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the period following termination of Executive’s employment, during which the agreements and covenants of Executive made herein shall be effective, shall be computed by excluding from such computation any time during which Executive is in material violation of any provision of Sections 14, 15, or 16.
Appears in 1 contract
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, and in consideration of the receipt of 30,000 shares of restricted common stock of the Company pursuant to Section 2(c), the adequacy and sufficiency of which are hereby acknowledged, in the event of the termination of Executive’s employment for whatever reason, whether by Executive or the Company, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise promises between the Company and Executive in Sections 11 10 through 15 14 and 16 of this Agreement. Executive hereby covenants and agrees that for he will not, during the Employment Period, Period and (i) for a period of two (2) years one year following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will notDate, directly or indirectly for Executive indirectly, either individually or for others (as a principal, partner, agent, ownerconsultant, contractor, employee, consultant director or otherwise)officer of any entity, or in any other manner or capacity whatsoever, in any county in the United States, States or in any province in CanadaCanada in which, or otherwise within one hundred fifty (150) 150 miles of where where, the Company or any of its subsidiaries or affiliates Affiliates are conducting any business as of the date of termination of Executive’s employment relationship Termination Date or have conducted any business 12 months prior to during the date of such termination one-year period ending on the Termination Date (the “Territory”), including, but not limited to, the business of acquiring, exploring for and developing natural gas reserves, owning and operating oil natural gas gathering pipelines or systems, and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil treating and gas wxxxx, removing, transporting, or disposing of liquid waste as water produced therefrom, or of pressure pumping, rental and fishing tools or contract drillingduring coal bed methane production operations:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiariesAffiliates;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiariesAffiliates;
(3) solicit business, or attempt to solicit business business, within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or such Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or any Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, provided that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and that this Section 15 shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities security of an entity which are is publicly traded on a national securities exchange or in a recognized over-the-counter market market, even if such entity or its Affiliates affiliates are engaged in competition with the Company or a subsidiary any of its Affiliates; and provided, further, that this Section 15 shall not prohibit or be construed to prohibit Executive from owning an interest in properties outside of Wyoming, Montana, Colorado, North Dakota and Utah (x) listed in Schedule I attached hereto or (y) if acquired after the date on which this Agreement was executed, with respect to which Executive first informed the Board of the Companyopportunity to acquire such interest and the Board expressly declined to cause the Company to acquire such interest.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods period provided for above, but acknowledges that Executive he will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 15 by Executive, and that the Company shall be entitled to enforce the provisions of this Section 16 15 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Section 15, but shall be in addition to all other remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company to secure or post any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 15 to be reasonable and necessary to protect the Confidential Information and other proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by any court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for such restriction to be modified by such court so as to be reasonable and enforceable and, as so modified by such court, to be fully enforced.
(d) The covenants in this Section 15 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event that any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth in this Section 15 are unreasonable, then it is the intention of the Parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed.
(e) Each covenant in this Section 15 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of each such covenant. It is specifically agreed that the period following the Termination Date during which the agreements and covenants of Executive made in this Section 15 shall be effective shall be calculated by excluding from such calculation any time during which Executive is in material violation of any provision of this Section 15.
Appears in 1 contract
Samples: Employment Agreement (Pinnacle Gas Resources, Inc.)
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 10 through 15 14 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company for a reason other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil Well Servicing; Fluid Services; Pumping Services; Coil Tubing; Rental/Fishing Tools and gas pulling units Services; Contract Drilling; Wireline Services; Snubbing Services; Well Site Construction; or workover rigsWell Servicing Equipment Manufacturing, of completing or servicing, maintaining, or repairing oil Service and gas wxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drillingSales:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law ; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this
Appears in 1 contract
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise between the Company and Executive in Sections 11 through 15 of this Agreement. Executive hereby covenants and agrees that for the Employment Period, and (i) for a period of two (2) years following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will not, directly or indirectly for Executive or for others (as a principal, agent, owner, employee, consultant or otherwise), in any county in the United States, or in any province in Canada, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries or affiliates are conducting any business as of the date of termination of Executive’s employment relationship or have conducted any business 12 months prior to the date of such termination (the “Territory”), including, but not limited to, the business of operating oil and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil and gas wxxxxxxxxx, removing, transporting, or disposing of liquid waste as produced therefrom, or of pressure pumping, rental and fishing tools or contract drilling:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiaries;
(3) solicit business, or attempt to solicit business within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law ; provided, however, the foregoing and this Section shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such entity or its Affiliates are engaged in competition with the Company or a subsidiary of the Company.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 by Executive, and the Company shall be entitled to enforce the provisions of this Section 16 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of this
Appears in 1 contract
Non-Competition Restrictions. (a) Executive hereby agrees that in order to protect the Company’s Secret and Confidential Information, and in consideration of the receipt of 20,000 shares of restricted common stock of the Company pursuant to Section 2(c), the adequacy and sufficiency of which are hereby acknowledged, in the event of the termination of Executive’s employment for whatever reason, whether by Executive or the Company, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promise promises between the Company and Executive in Sections 11 10 through 15 14 and 16 of this Agreement. Executive hereby covenants and agrees that for he will not, during the Employment Period, Period and (i) for a period of two (2) years one year following the Termination Date for Retirement or any other reason other than (A) by the Executive for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the Termination Date for a termination (A) by the Executive for Good Reason or (B) by the Company for a reason other than Cause unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive will notDate, directly or indirectly for Executive indirectly, either individually or for others (as a principal, partner, agent, ownerconsultant, contractor, employee, consultant director or otherwise)officer of any entity, or in any other manner or capacity whatsoever, in any county in the United States, States or in any province in CanadaCanada in which, or otherwise within one hundred fifty (150) 150 miles of where where, the Company or any of its subsidiaries or affiliates Affiliates are conducting any business as of the date of termination of Executive’s employment relationship Termination Date or have conducted any business 12 months prior to during the date of such termination one-year period ending on the Termination Date (the “Territory”), including, but not limited to, the business of acquiring, exploring for and developing natural gas reserves, owning and operating oil natural gas gathering pipelines or systems, and gas pulling units or workover rigs, of completing or servicing, maintaining, or repairing oil treating and gas wxxxx, removing, transporting, or disposing of liquid waste as water produced therefrom, or of pressure pumping, rental and fishing tools or contract drillingduring coal bed methane production operations:
(1) engage in any business competitive with the business conducted by the Company or its affiliates or subsidiariesAffiliates;
(2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or subsidiariesAffiliates;
(3) solicit business, or attempt to solicit business business, within the Territory, in products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the Company’s or such Affiliate’s customers or prospective customers, or those individuals or entities with whom the Company or any Affiliate did any business during the two-year period ending on the Termination Date; or
(4) testify as an expert witness in matters related to the Company’s business for an adverse party to the Company in litigation; provided, provided that nothing contained herein shall interfere with Executive’s duty to testify as a witness if required by law law; provided, however, the foregoing and that this Section 15 shall not prohibit or be construed to prohibit Executive from owning less than 2% of any class of stock or other securities security of an entity which are is publicly traded on a national securities exchange or in a recognized over-the-counter market market, even if such entity or its Affiliates affiliates are engaged in competition with the Company or a subsidiary any of its Affiliates; and provided, further, that this Section 15 shall not prohibit or be construed to prohibit Executive from owning an interest in properties outside of Wyoming, Montana, Colorado, North Dakota and Utah (x) listed in Schedule I attached hereto or (y) if acquired after the date on which this Agreement was executed, with respect to which Executive first informed the Board of the Companyopportunity to acquire such interest and the Board expressly declined to cause the Company to acquire such interest.
(b) Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the periods period provided for above, but acknowledges that Executive he will receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction. Executive acknowledges that money damages may not be a sufficient remedy for any breach of this Section 16 15 by Executive, and that the Company shall be entitled to enforce the provisions of this Section 16 15 by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for such breach. Such remedies shall not be deemed the exclusive remedies for a breach of thisthis Section 15, but shall be in addition to all other remedies available at law or in equity to the Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach. Executive further agrees to waive any requirement for the Company to secure or post any bond in connection with such remedies.
(c) It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 15 to be reasonable and necessary to protect the Confidential Information and other proprietary information of the Company. Nevertheless, if any of the aforesaid restrictions are found by any court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for such restriction to be modified by such court so as to be reasonable and enforceable and, as so modified by such court, to be fully enforced.
(d) The covenants in this Section 15 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event that any court having jurisdiction shall determine that the scope, time or territorial restrictions set forth in this Section 15 are unreasonable, then it is the intention of the Parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed.
(e) Each covenant in this Section 15 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of each such covenant. It is specifically agreed that the period following the Termination Date during which the agreements and covenants of Executive made in this Section 15 shall be effective shall be calculated by excluding from such calculation any time during which Executive is in material violation of any provision of this Section 15.
Appears in 1 contract
Samples: Employment Agreement (Pinnacle Gas Resources, Inc.)
