Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive. (a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason. (b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause. (c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company. (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced. (f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 4 contracts
Samples: Employment Agreement (Atrium Companies Inc), Employment Agreement (Atrium Companies Inc), Employment Agreement (Atrium Companies Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Executive agrees and acknowledges that, in connection with the Executive’s employment with the Company, the Executive will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. Executive further acknowledges and agrees that, given the nature of Non-Competition (herein so called) shall this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a competitor of the Company in any position comparable to the position the Executive holds with the Company under this Agreement. Accordingly, in consideration of the Executive’s employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Executive agrees that, while the Executive is in the employ of the Company and for a term beginning on period equal to the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day greater of the Severance Period if the Executive's employment is terminated by the Company without Cause or Six (and not due to Disability6) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to Months after the termination of the Executive's employment ’s employment, except with the prior written agreement of the Company (not to be unreasonably withheld) the Executive shall not, either on the Executive’s own behalf or on behalf of any third party, except on behalf of the Company or any affiliate of the Company, in any capacity which would directly or indirectly:
(i1) utilize Other than through the Executive's services with respect to such business within any state ’s ownership of stock of the United StatesCompany, if at all, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control, or any substantially comparable political subdivision of any other countryfinancing of, wherein the Company sold or actively attempted to sellbe connected as a proprietor, such products within the twelve-month period immediately prior to the termination of partner, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant or otherwise with, or use or permit the Executive's employment with ’s name to be used in connection with, any Business. For purposes of this Agreement, the Company; term “Business” shall include any business or (ii) utilize enterprise engaged directly or indirectly in the Executive's acquisition, licensing, development, manufacturing, marketing and distribution of microelectromechanical systems, nanotechnology, products or services in selling any incorporating or utilizing the same or products similar to such products or services resulting from collaborations of the Company with Universities and research institutions to develop products or services incorporating or utilizing microelectromechanical systems or nanotechnology, and any person or entity to which other business engaged in by the Company sold that Executive is or actively attempted to sell such products within has been directly involved with at any time during the twelve-Twelve (12) month period immediately prior leading up to the termination end of the Executive's employment with the Company (a "Competing Business")Employment Term. Notwithstanding the foregoing, the Executive may perform services for a competitive business if both of the following conditions are fulfilled: (i) such competitive business is also engaged in other lines of business and (ii) Executive's services are restricted to employment in such other lines of business. It is recognized by the Executive and the Company agrees that the Business is and is expected to continue to be conducted throughout the United States and the world, and that more narrow geographical limitations of any nature on this non-competition covenant (and the non-solicitation provisions set forth in clauses (2) and (3) below) are therefore not appropriate. The foregoing restriction shall not be construed to prohibit the ownership by Executive may own less as a passive investment of not more than five One percent (1%) percent of the outstanding voting any class of securities of any publicly traded company corporation which is engaged in any Business having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended.
(2) Attempt in any manner to solicit from a current client or customer of the Company at the time of the Executive’s termination, business of the type performed by the Company or to persuade any client of the Company to cease to do business or change the nature of the business or to reduce the amount of business which any such client has customarily done or actively contemplates doing with the Company; or
(3) Recruit, solicit or induce, or attempt to induce, any person or entity which, at the time of the termination of the Executive’s employment or at any time during the Six (6) month period prior to such termination was an employee of the Company or its affiliates, to terminate such employee’s employment with, or otherwise cease such employee’s relationship with the Company or its affiliates. As used in this Agreement, an affiliate of the Company is any person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.
(b) The parties agree that is a Competing Business so long as the relevant public policy aspects of covenants not to compete have been discussed, and that every effort has been made to limit the restrictions placed upon the Executive does to those that are reasonable and necessary to protect the Company's legitimate interests. Executive acknowledges that, based upon the Executive’s education, experience, and training, this non-compete provision will not otherwise participate in such Competing Business in any way prohibited by prevent the preceding clauseExecutive from earning a livelihood and supporting himself and the Executive’s family during the relevant time period.
(c) During If any restriction set forth in Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or geographic area, it shall be interpreted to extend over the term maximum period of Non-Competitiontime, Executive will not, and will not permit any range of his affiliates to, directly activities or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company geographic areas as to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companywhich it may be enforceable.
(d) The Executive acknowledges that restrictions contained in Section 7 are necessary for the geographic boundaries, scope of prohibited activities, and time duration protection of the preceding paragraphs are reasonable in nature business and are no broader than are necessary to maintain the goodwill of the Company and and/or its affiliates and are considered by the confidentiality Executive to be reasonable for such purposes. The Executive agrees that any material breach of their Confidential Information, and to protect the other legitimate business interests of Section 7 will cause the Company and/or its affiliates substantial and its affiliatesirrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief.
(e) If any court determines that any portion The provisions of Section 7 shall survive termination or expiration of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedAgreement.
(f) As used in this Section 10The existence of a claim, "Company" charge, or cause of action by Executive against the Company shall include Atrium Corporation and any not constitute a defense to the enforcement by the Company of its direct or indirect subsidiariesthe foregoing restrictive covenants.
Appears in 4 contracts
Samples: Employment Agreement (Advance Nanotech, Inc.), Employment Agreement (Advance Nanotech, Inc.), Employment Agreement (Advance Nanotech, Inc.)
Non-Competition. 7.1 In further consideration of the compensation to be paid to Payee hereunder, the Payee acknowledges that in the course of providing the Services to the Company Payee has become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that Services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Payee agrees that during the "Non-compete Period", Payee shall not, without prior express written consent of the Board, directly or indirectly (whether for compensation or otherwise) own or hold any interest in, manage, operate, control, participate in, consult with, render service for, or in any manner participate in any business engaged in any of the businesses or services provided by the Company or its Subsidiaries during the service with the Company or the Non-compete Period (a "Competing Company") or otherwise competing with the businesses of the Business Unit, the Company or its subsidiaries, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate or otherwise. The Payee acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in this shall operate throughout the United States of America. Nothing herein shall prohibit the Payee from being a passive owner of not more than five percent (5%) of the outstanding securities of any company that constitutes a Competing Company, so long as the Payee has no active participation in the business of the Competing Company. The provisions of this Section 10 are in consideration agreement exclude the Consultant’s activities for the Company's promise companies and entities as listed in Section 7 to continue to make appropriate Confidential Information available to the ExecutiveAppendix-2.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Consulting Agreement (Sanwire Corp), Consulting Agreement (Sanwire Corp), Consulting Agreement (Sanwire Corp)
Non-Competition. The provisions In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until 2(b): (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the first anniversary same or similar to products or services (the “Company Products or Services”) that any business of the Date Company is engaged in providing as of Termination the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Section 2(b:, (i) Executive may become employed by a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive's ’s employment hereunder is terminated by the Company for Cause or due to any reason other than Executive’s death, Disability or by the Executive without Good ReasonCause, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
, then the restrictions contained in this Section 2(b) shall lapse, and (biv) During the term of Non-Competition, the Executive shall not (other than for only be subject to the benefit of restrictions contained in this Section 2(b) to the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in extent the affairs of, or activity that would otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning prohibited by this section poses a reasonable competitive threat to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of which determination shall be made by the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausegood faith.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (IAC/InterActiveCorp), Employment Agreement (IAC/InterActiveCorp), Employment Agreement (Iac/Interactivecorp)
Non-Competition. The provisions Executive acknowledges that the Executive has been provided with Confidential Information and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to the Executive as set forth in this Agreement, the Executive’s continued employment with the Company during the Term (subject to earlier termination as provided herein), and the Company’s provision of this Section 10 are Confidential Information, and the Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, and in consideration for good and valuable consideration received by the Executive, the Parties agree to the following provisions against unfair competition, which the Executive acknowledges represent a fair balance of the Company's promise in Section 7 ’s rights to continue to make appropriate Confidential Information available to protect its business and the Executive.
(a) ’s right to pursue employment. The term of Non-Competition (herein so called) Executive hereby agrees that he shall be not, during the Term and, except as provided below, for a term beginning on the effective date hereof and continuing until (i) the first anniversary period of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason9 months thereafter, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, engage or have an interest in, or render any services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) (such activities hereinafter referred to collectively as “Engaging”) that is in any respect competitive (i) competes directly with the business Company and (ii) then constitutes one of the Company, with respect to any products four top competitors of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")by volume as determined by IMS. Notwithstanding the foregoing, the Company agrees that nothing herein shall prevent the Executive may own less from (i) owning securities in a publicly traded entity whose activities compete with those of the Company, provided that such securities holdings are not greater than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate equity ownership in such Competing Business entity or making passive investments in any way prohibited by the preceding clause.
private equity funds, hedge funds, mutual funds or similar investment vehicles; (cii) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with Engaging in the business of the ownership and licensing (as licensor) of trademarks and brands if the products or services carrying such trademarks and brands do not compete with the products or services carrying the trademarks and brands owned and licensed (as licensor) by the Company.
(d) The Executive acknowledges , or that the geographic boundariesCompany is actively planning to own or license (as licensor), scope during the Term; or (iii) Engaging in an operating company (including ownership of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope securities of such provision, such court shall have the power to reduce the duration or scope operating company’s holding company) with annual revenues not in excess of such provision and to enforce such provision as so reduced.
(f) As used $10,000,000. The non-competition restrictions in this Section 10, "Company" 6.4 shall include Atrium Corporation and any cease to apply following the end of its direct or indirect subsidiariesthe Term if the Company provides a Non-Renewal Notice pursuant to Section 1.1 hereof.
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Atlas Holdings, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Executive agrees that without the prior written consent of Non-Competition (herein so called) shall be the Board during the Term and for a term beginning on period of 12 months following the effective date hereof and continuing until termination of the Executive's employment, he will not participate as an advisor, partner, joint venturer, investor, lender, consultant or in any other capacity in any business transaction or proposed business transaction (i) with respect to which the first anniversary Executive had a material personal involvement on behalf of the Date Company Group during the last 12 months of Termination if his employment with the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good ReasonCompany, or (ii) that could reasonably be expected to compete with the last day Company Group’s business or operations or proposed or contemplated business or transactions of the Severance Period if Company Group that are (A) known by the Executive's employment is terminated Executive as of the date of such termination or expiration, and (B) contemplated by the Company without Cause (and not due Group to Disability) proceed during the 12-month period following such termination or upon a Change of Control or expiration. For these purposes, the mere ownership by the Executive for Good Reasonof securities of a public company not in excess of 2% of any class of such securities shall not be considered to be competition with the Company Group.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of any period when the Company or its affiliates pursuant is providing severance compensation to this Agreementthe Executive, Executive agrees to refrain from any competition with Company Group.
(c) To the fullest extent permitted by applicable law, for a period of 12 months after the termination of employment with Company (for any reason, including resignation), Executive, on behalf of any entity in competition with the Company Group, in any capacity, may not, directly or indirectly, render services toin a competing capacity, assist, participate in the affairs of, solicit or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, obtain any business that is in from any respect competitive with the business of the Company, with respect to any products present customer of the Company Group with whom Executive had contact or received information from the Company Group. It is understood and agreed that were within "present customer" is defined to mean any entity with whom the Executive's management responsibility Company Group had an "ongoing business relationship" at any the time within the twelve-month period immediately prior to of the termination of the Executive's employment with the Company, in any capacity which would . An "ongoing business relationship" (specifically excluding non-competing vendor relationships) is generally understood and agreed to mean: (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein goods were provided by the Company sold Group to the entity during the employment of Executive by Company; (ii) services or actively attempted goods had been contracted for or ordered by the entity during the employment of Executive by the Company Group; or (iii) negotiations were in progress between the entity and the Company Group for the providing of goods or services by the Company Group to sell, such products within the twelve-month period immediately prior to entity at the time of the termination of the employment of Executive's employment with . It is understood and agreed that past customers and prospective customers are not "present customers" protected under the Company; or terms of this provision.
(iid) utilize To the Executive's services fullest extent permitted by applicable law, in selling any products similar to such products recognition of the global nature of the Company Group's business, and Executive's access to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month Group's confidential information, for a period immediately prior to of 12 months after the termination of the employment with Company (for any reason, including resignation), Executive's employment , on behalf of any entity in competition with the Company (a "Competing Business"). Notwithstanding the foregoingGroup, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce compete with the Company Group: (i) anywhere in the world; (ii) in North America; (iii) in the United States; (iv) in Indiana; (v) within a 25-mile radius of any employee, customer, subscriber or supplier location of the Company to terminate its employment or arrangement Group with the Company, otherwise change its relationship with the Company or establish any relationship with the which Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companyhad operational involvement.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Bioanalytical Systems Inc), Employment Agreement (Bioanalytical Systems Inc), Employment Agreement (Bioanalytical Systems Inc)
Non-Competition. The provisions (A) You acknowledge that your services to be rendered are of this Section 10 are a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in consideration for an action at law. In view of the Company's promise in Section 7 to continue to make appropriate unique value of the services, and because of the Confidential Information available to be obtained by or disclosed to you, and as a material inducement to Xxxx to enter into this Agreement and to pay to you the Executive.
compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by Xxxx and for a period of one (1) year after termination of such employment for any reason whatsoever, you will not, directly or indirectly, (a) The term engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary less than five percent of the Date any class of Termination if the Executive's employment is terminated by the Company for Cause equity securities which are publicly traded), investment of capital, lending of money or due to Disability or by the Executive without Good Reasonproperty, rendering of services, or otherwise, either alone or in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of Xxxx (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
“Competitive Business”), (b) During the term solicit or accept orders from any current or past customer of Non-CompetitionNabi for products or services offered or sold by, the Executive shall not or competitive with products or services offered or sold by, Nabi, (other than c) induce or attempt to induce any such customer to reduce such customer’s purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the Company name and/or requirements of any such customer or its affiliates pursuant (e) solicit any of Xxxx’s employees to this Agreement) directly leave the employ of Xxxx or indirectlyhire or negotiate for the employment of any employee of Nabi. By way of clarification, render services to, assist, participate a “Competitive Business” is not any business or enterprise in the affairs of, or otherwise be connected with, any person health care industry; it is only a business or enterprise (other than in the Company), which person or enterprise health care industry that is engaged in, or is planning to engage in, and shall not personally engage in, competitive with any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")Xxxx. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Company agrees that Change of Control Agreement) and termination of your employment if the Executive may own less than five percent nature of such employment or services do not compete with any business engaged in by Xxxx immediately prior to the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate Change in such Competing Business in any way prohibited by the preceding clauseControl.
(cB) During You have carefully read and considered the term provisions of Non-Competitionthis Section and Section 9 and having done so, Executive will notagree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of Xxxx, its officers, directors, and will not permit other employees. You acknowledge that upon termination of this Agreement for any of his affiliates toreason, directly or indirectlyit may be necessary for you to relocate to another area, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the Company to terminate its employment or arrangement with the Companyinterests of Xxxx, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companytheir officers, directors, and other employees.
(dC) The Executive acknowledges that In the geographic boundariesevent that, scope of prohibited activitiesnotwithstanding the foregoing, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, Section 9 shall be held to be unreasonable because invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the duration maximum time period or scope of such provision, areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall have be deemed to become, and thereafter be, the power to reduce the duration or scope of maximum time period and/or area which such provision court deems reasonable and to enforce such provision as so reducedenforceable.
(fD) As used in With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section 10would cause irreparable injury to the aggrieved party, "Company" shall include Atrium Corporation and that provisions of this Section 10 may be specifically enforced by injunction or similar remedy in any court of its direct or indirect subsidiariescompetent jurisdiction without affecting any claim for damages.
Appears in 3 contracts
Samples: Employment Agreement (Nabi Biopharmaceuticals), Employment Agreement (Nabi Biopharmaceuticals), Employment Agreement (Nabi Biopharmaceuticals)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until Executive acknowledges that (i) the first anniversary Executive performs services of a unique nature for the Date of Termination if Company Group that are irreplaceable, and that the Executive's employment is terminated by ’s performance of such services to a competing business will result in irreparable harm to the Company for Cause or due to Disability or by the Executive without Good ReasonGroup, or (ii) the last day Executive has had and will continue to have access to trade secrets and other confidential information of the Severance Period Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive's ’s employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competitioncompetitor, the Executive shall not would inevitably use or disclose such trade secrets and confidential information, (other than iv) the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the benefit Company Group in the course of the Company or its affiliates pursuant to this AgreementExecutive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products person, firm, corporation or other entity, in whatever form, engaged in competition with any member of the Company that were within Group or in any other material business in which any member of the Executive's management responsibility at any time within Company Group is engaged on the twelve-month period immediately date of termination or in which they have demonstrably planned, on or prior to the termination of the Executive's employment with the Companysuch date, to be engaged in on or after such date, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision locale of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services country in selling which any products similar to such products member of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with a member of the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business Group, so long as the Executive does not otherwise participate has no active participation in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companysuch corporation.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Genesis Park Acquisition Corp.), Employment Agreement (Genesis Park Acquisition Corp.), Employment Agreement (Redwire Corp)
Non-Competition. The provisions (a) Unless the obligation is waived or limited by Ceridian in accordance with subsection (b) of this Section 10 are 6.02, Executive agrees that for a period of two years following termination of employment for any reason ("Non-Compete Period"), Executive will not directly or indirectly, alone or as a partner, officer, director, shareholder or employee of any other firm or entity, engage in consideration for any commercial activity in competition with any part of Ceridian's business as conducted as of the Companydate of such termination of employment or with any part of Ceridian's promise in Section 7 contemplated business with respect to continue to make appropriate which Executive has Confidential Information available to the Executive.
Information. For purposes of this subsection (a), "shareholder" shall not include beneficial ownership of less than five percent (5%) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date combined voting power of Termination if the Executiveall issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. Also for purposes of this subsection (a), "Ceridian's employment business" shall include business conducted by Ceridian or its affiliates and any partnership or joint venture in which Ceridian or its affiliates is terminated by the Company for Cause a partner or due to Disability or by the Executive without Good Reasonjoint venturer; provided that, or "affiliate" as used in this sentence shall not include any corporation in which Ceridian has ownership of less than fifteen percent (ii15%) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasonvoting stock.
(b) During the term of Non-CompetitionAt its sole option Ceridian may, the by written notice to Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelveNon-month period immediately prior to Compete Period, waive or limit the termination of the Executive's employment with the Company, time and/or geographic area in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services Executive cannot engage in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausecompetitive activity.
(c) During the term of Non-CompetitionCompete Period, prior to accepting employment with or agreeing to provide consulting services to, any firm or entity which offers competitive products or services, Executive will notshall give 30 days prior written notice to Ceridian. Such written notice shall describe the firm and the employment or consulting services to be rendered to the firm or entity, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier shall include a copy of the Company to terminate its written offer of employment or arrangement with the Company, otherwise change its relationship with the Company engagement of consulting services. Ceridian's failure to respond or establish object to such notice shall not in any relationship with the Executive way constitute acquiescence or any waiver of his affiliates for any business purpose deemed competitive with the business of the CompanyCeridian's rights under this Article VI.
(d) The In the event Executive acknowledges that has provided notice to Ceridian pursuant to subsection (c) of this Section 6.02 and has not accepted employment with or agreed to provide consulting services to, any firm or entity directly as a result of his or her non-competition obligation pursuant to this Section 6.02, Ceridian shall pay Executive an amount equal to the geographic boundaries, scope usual rate of prohibited activities, and Executive's Base Salary in effect at the time duration of termination on a regular payroll period basis until the end of the preceding paragraphs are reasonable in nature and are no broader than are necessary Non-Compete Period. There shall be credited against Ceridian's obligation to maintain make such payments any other payments made by Ceridian to Executive pursuant to Article IV of this Agreement. In the goodwill event that Ceridian elects, pursuant to subsection (b) of this Section 6.02, to waive all or any portion of the Company and its affiliates and non-competition obligation set forth in subsection (a) hereof, no payment shall be required by Ceridian with respect to the confidentiality of their Confidential Information, and to protect the other legitimate business interests portion of the Company and its affiliatesNon-Compete Period which has been waived.
(e) If any court determines that any portion In the event Executive fails to provide notice to Ceridian pursuant to subsection (c) of this Section 10 is invalid 6.02 and/or in anyway violates its non-competition obligation pursuant to Section 6.02, Ceridian may enforce all of its rights and remedies provided to it under this Agreement, in law and in equity, and Executive shall be deemed to have expressly waived any rights he or unenforceable, the remainder she may have had to payments under subsection (d) of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced6.02.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Executive Employment Agreement (Ceridian Corp), Executive Employment Agreement (Ceridian Corp), Executive Employment Agreement (Ceridian Corp)
Non-Competition. The provisions Executive acknowledges that the Executive has been provided with Confidential Information and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary to the rights provided to the Executive as set forth in this Agreement, the Executive’s continued employment with the Company during the Term (subject to earlier termination as provided herein), and the Company’s provision of this Section 10 are Confidential Information, and the Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, and in consideration for good and valuable consideration received by the Executive, the Parties agree to the following provisions against unfair competition, which the Executive acknowledges represent a fair balance of the Company's promise in Section 7 ’s rights to continue to make appropriate Confidential Information available to protect its business and the Executive.
(a) ’s right to pursue employment. The term of Non-Competition (herein so called) Executive hereby agrees that he shall be not, during the Term and for a term beginning on the effective date hereof and continuing until (i) the first anniversary period of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason9 months thereafter, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, engage or have an interest in, or render any services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) (such activities hereinafter referred to collectively as “Engaging”) that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment competes directly with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that nothing herein shall prevent the Executive may own less from (i) owning securities in a publicly traded entity whose activities compete with those of the Company, provided that such securities holdings are not greater than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate equity ownership in such Competing Business entity; (ii) Engaging in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the ownership and licensing (as licensor) of trademarks and brands if the products or services carrying such trademarks and brands do not compete with the products or services carrying the trademarks and brands owned and licensed (as licensor) by the Company.
(d) The Executive acknowledges , or that the geographic boundariesCompany is actively planning to own or license (as licensor), scope during the Term; or (iii) Engaging in an operating company (including ownership of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope securities of such provision, such court shall have the power to reduce the duration or scope operating company’s holding company) with annual revenues not in excess of such provision and to enforce such provision as so reduced$10,000,000.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Impax Laboratories Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the ExecutiveEmployee's employment is terminated by the Company for Cause or due to Disability or by the Executive Employee without Good Reason, or (ii) the last day of the Severance Period if the ExecutiveEmployee's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive Employee for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the ExecutiveEmployee's management responsibility at any time within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company, in any capacity which would (i) utilize the ExecutiveEmployee's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company; or (ii) utilize the ExecutiveEmployee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive Employee does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive Employee will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Employee or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation D and W Holdings, Inc. and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Atrium Companies Inc), Employment Agreement (Atrium Companies Inc), Employment Agreement (Atrium Companies Inc)
Non-Competition. The provisions In consideration of this Section 10 are in consideration for the salary paid to the Employee by the Company's promise in Section 7 to continue to make appropriate Confidential Information available to , the Executive.Employee agrees that during the term of the Employment and for a period of one year following the termination of the Employment for whatever reason:
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary Employee will not approach clients, customers or contacts of the Date Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of Termination if the Executive's employment is terminated by the Company for Cause the purposes of doing business with such persons or due to Disability or by entities which will harm the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by business relationship between the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.such persons and/or entities;
(b) During unless expressly consented to by the term of Non-CompetitionCompany, the Executive shall Employee will not (assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other than for the benefit of territories where the Company carries on its business or part thereof (the “Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its affiliates pursuant business or part thereof in the Territory; and
(c) unless expressly consented to this Agreement) by the Company, the Employee will not seek directly or indirectly, render by the offer of alternative employment or other inducement whatsoever, to solicit the services to, assist, participate in the affairs of, or otherwise be connected with, of any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products employee of the Company that were within employed as at or after the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination date of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statestermination, or any substantially comparable political subdivision of any other country, wherein in the Company sold or actively attempted to sell, year preceding such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")termination. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions For purposes of this Section 10, a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from battery products and services similar to those provided by the Company, except that if the Employee is employed by, or provides services as a director or otherwise to, a subsidiary or divisional business of such an entity, such subsidiary or divisional business shall be deemed a “Competitor” if it generates more than 10% of its revenues from battery products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, enforceable independently of each other, and independent of any part thereof, other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be unreasonable because void under applicable laws but would be valid if some part thereof was deleted or the period or area of the duration or scope of such provisionapplication reduced, such court provisions shall have apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the power to reduce termination of this Agreement for any reason. In the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in event the Employee breaches this Section 10, "Company" the Company shall include Atrium Corporation and any of its direct or indirect subsidiarieshave right to seek remedies permissible under applicable law.
Appears in 3 contracts
Samples: Employment Agreement (China Bak Battery Inc), Employment Agreement (China Bak Battery Inc), Employment Agreement (China Bak Battery Inc)
Non-Competition. The provisions (A) You acknowledge that your services to be rendered are of this Section 10 are a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in consideration for an action at law. In view of the Company's promise in Section 7 to continue to make appropriate unique value of the services, and because of the Confidential Information available to be obtained by or disclosed to you, and as a material inducement to Nabi to enter into this Agreement and to pay to you the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof compensation referred to above and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonother consideration provided, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (you covenant and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During agree that you will not, during the term of Non-Competitionyour employment by Nabi and for a period of one (1) year after termination of such employment for any reason whatsoever, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) you will not, directly or indirectly, render services to(a) engage or become interested, assistas owner, participate in the affairs ofemployee, or otherwise be connected withconsultant, any person or enterprise partner, through stock ownership (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business except ownership of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of any class of securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in the outstanding voting securities operations, management or supervision of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business type of business or enterprise engaged in any way prohibited by business which is competitive with any business of Nabi (a "Competitive Business"), (b) solicit or accept orders from any current or past customer of Nabi for products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer's purchase of products or services from Nabi, (d) disclose or use for the preceding clausebenefit of any Competitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi's employees to leave the employ of Nabi or hire or negotiate for the employment of any employee of Nabi.
(cB) During You have carefully read and considered the term provisions of Non-Competitionthis Section and Section 8 and having done so, Executive will notagree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of Nabi, its officers, directors, and will not permit other employees. You acknowledge that upon termination of this Agreement for any of his affiliates toreason, directly or indirectlyit may be necessary for you to relocate to another area, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the Company to terminate interests of Nabi, its employment or arrangement with the Companyofficers, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companydirectors, and other employees.
(dC) The Executive acknowledges that In the geographic boundariesevent that, scope of prohibited activitiesnotwithstanding the foregoing, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, Section 8 shall be held to be unreasonable because invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the duration maximum time period or scope of such provision, areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall have be deemed to become, and thereafter be, the power to reduce the duration or scope of maximum time period and/or area which such provision court deems reasonable and to enforce such provision as so reducedenforceable.
(fD) As used in With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section 10would cause irreparable injury to the aggrieved party, "Company" shall include Atrium Corporation and that provisions of this Section 9 may be specifically enforced by injunction or similar remedy in any court of its direct or indirect subsidiariescompetent jurisdiction without affecting any claim for damages.
Appears in 3 contracts
Samples: Employment Agreement (Nabi /De/), Employment Agreement (Nabi /De/), Employment Agreement (Nabi /De/)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term In view of Non-Competition (herein so called) shall the unique and valuable services expected to be for a term beginning on rendered by Executive to the effective date hereof Fairway Group, Executive’s knowledge of the trade secrets and continuing until other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the period of his employment by the Company and the greater of (i) the first anniversary of the Date of Termination if the Executive's one year following his employment is terminated by with the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day Severance Period (the “Non-Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business anywhere in the northeastern United States and in any other area where the Company is doing business or into which the Board has, to the knowledge of the Executive, discussed the possibility of expanding the Fairway Group’s operations. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonPayments.
(b) During the term of Non-Competition, the Competition Period:
(i) Executive shall not (make any oral or written statements, either directly or through other than for the benefit persons or entities, which are disparaging to any member of the Company Fairway Group or any of its affiliates pursuant affiliates, management, officers, directors, services, products, operations or other matters relating to this Agreementthe Fairway Group’s businesses; and
(ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or indirectlythrough other persons or entities, render services towhich are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), assistit shall not be a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a court or other body having jurisdiction, participate any governmental investigation or inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise may be required by law, (ii) make traditional competitive statements in the affairs ofcourse of promoting a competing business (except in violation of Section 9, 10 or otherwise be connected with, any person or enterprise (other than the Company11 hereof), which person or enterprise (iii) disclose that Executive is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of no longer employed by the Company, with respect to any products of (iv) rebut inaccurate statements made by the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; party or (iiv) utilize the Executive's services in selling any products similar for either party to such products of the Company make truthful statements to any person enforce his or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseits rights under this Agreement.
(c) During the term of Non-Competition, Executive will not, and will not permit If any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier portion of the Company to terminate its employment or arrangement with the Companyrestrictions set forth in this Section 9 should, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with reason whatsoever, be declared invalid by a court of competent jurisdiction, the business validity or enforceability of the Companyremainder of such restrictions shall not thereby be adversely affected.
(d) The Executive acknowledges that the geographic boundaries, scope provisions of prohibited activities, this Section 9 were a material inducement to the Company to enter into this Agreement and to employ Executive. Executive further acknowledges that the territorial and time duration limitations set forth in this Section 9 are reasonable and properly required for the adequate protection of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill business of the Company Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its affiliates geographic or product and service coverage or length of term. In the confidentiality event any such territorial or time limitation is deemed to be unreasonable by a court of their Confidential Informationcompetent jurisdiction, and Executive agrees to protect the other legitimate business interests reduction of the Company and its affiliatesterritorial or time limitation to the area or period which such court shall deem reasonable.
(e) If The existence of any court determines that claim or cause of action by Executive against the Company or any portion other member of this Section 10 is invalid or unenforceable, the remainder of this Section 10 Fairway Group shall not thereby be affected and constitute a defense to the enforcement by the Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedlitigated separately.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Fairway Group Holdings Corp), Employment Agreement (Fairway Group Holdings Corp), Employment Agreement (Fairway Group Holdings Corp)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term In the event the Date of Non-Competition (herein so called) shall be for a term beginning on Termination occurs during the effective date hereof and continuing until Initial Term, the Executive (i) will be bound by and subject to any covenant not to compete or noncompetition agreement with the first anniversary Companies (or any of them) to which the Executive was subject as of the Date of Termination (other than the noncompetition agreement set forth in Section 7(b) hereof), or (ii) in the alternative if the Executive's employment Executive is terminated not subject to a covenant not to compete or noncompetition agreement with the Companies (or any of them) as of the Date of Termination (other than a covenant not to compete or noncompetition agreement contained in an employee handbook or otherwise applicable to employees generally), the Executive will be bound by and subject to the noncompetition agreement set forth in subparagraph 7(b) of this Agreement. Upon the expiration of the Initial Term, any and all covenants not to compete or noncompetition agreements between the Executive and the Companies (or any of them) then in effect shall be superseded by the Company for Cause noncompetition agreement set forth in Section 7(b) hereof and the Executive and the Companies shall not be bound by the provisions of any covenant not to compete or due noncompetition agreement other than the provisions of Section 7(b) hereof unless specifically agreed to Disability or in a written document executed by the Executive without Good Reasonand the Companies (or any of them) after the Closing.
(b) In the event that either (i) the Date of Termination occurs during the Initial Term and the provisions of Section 7(a)(ii) hereof are binding on the Executive, or (ii) the last day Date of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon Termination occurs during a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-CompetitionRenewal Term, the Executive shall will not during the Restricted Period (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would herein defined):
(i) utilize the Executive's services with respect to such business within any state of the United Statesbecome employed by a competitor company that is underwriting, selling or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such marketing insurance products within the twelve-month period immediately prior to the termination of the Executive's employment with the Companythat target educators in MEEMIC’s primary market area; or or
(ii) utilize the Executive's services assist a competitor company to develop insurance products that target educators and that will be marketed or sold in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.MEEMIC’s primary area; or
(ciii) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier other employees of the Company Companies to terminate its leave such employment or arrangement accept employment with the Companyany other person or entity, otherwise change its relationship with the Company or establish solicit or induce any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business insurance agent of the CompanyCompanies to offer, sell or market insurance products that target educators in MEEMIC’s primary market area, other than on behalf of MEEMIC.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Release and Severance Compensation Agreement (Meemic Holdings Inc), Release and Severance Compensation Agreement (Meemic Holdings Inc), Severance Agreement (Meemic Holdings Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that (A) the geographic boundariesExecutive’s services are of special, scope of prohibited activities, unique and time duration extraordinary value to the Company Group and (B) the Company Group’s ability to accomplish its purposes and to successfully compete in the marketplace depends substantially on the skills and expertise of the preceding paragraphs are Executive. The Executive acknowledges and agrees that the Company Group would be irreparably damaged if the Executive were to not devote the Executive’s reasonable in nature best efforts, attention and are no broader than are necessary energies during normal working time to maintain the goodwill business(es) of the Company and its affiliates and Group during the confidentiality Employment Term, or were to provide services to any business (whether a corporation or a division of their Confidential Information, and to protect the other legitimate a corporation or similar business interests unit) which competes with any member of the Company and its affiliatesGroup.
(eii) If The Executive agrees that, during the Employment Term, and for a period of 24 months after the date of termination of employment (together, the “Restricted Period”), the Executive will not conduct, engage or participate in (i) the sale, manufacture, assembly, production, design, repair or refurbishment of oil and gas rig parts or (ii) any court determines that other business conducted or carried on by the Company during the twelve month period prior to the date of the Executive’s termination (the activities in (i) and (ii), the “Company Business”) in any portion capacity. For purposes of this Section 10 is invalid paragraph, oil and gas rig parts shall include, but not be limited to: complete drilling rig packages and any other component part designed, engineered, manufactured, produced or unenforceablefabricated by the Company prior to the termination date and will include, but not be limited to, mast, substructures, drawworks, SCR drive systems, VFD drive systems, mud tanks, fuel/water tanks, walking/skidding systems, drilling controls and software and hydraulic power packs and systems. Standalone, third party manufactured products that are purchased as buy-out items by the remainder Company, such as top drive drilling systems, engine/ generator package systems, automated cat walks, mud conditioning equipment, solids control and similar type equipment shall not be included as oil and gas rig parts for purposes of this Section 10 shall not thereby be affected paragraph unless they compete with similar products and shall be given full effect without regard to services offered by the invalid provisions. If any court construes any of Company or are developed or acquired by the provisions of this Section 10, or any part thereof, to be unreasonable because of Company during the duration or scope of such provision, such court shall have Executive’s employment with the power to reduce the duration or scope of such provision and to enforce such provision as so reducedCompany.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Employment Agreement (Empeiria Acquisition Corp), Employment Agreement (Empeiria Acquisition Corp), Employment Agreement (Empeiria Acquisition Corp)
Non-Competition. The provisions of this Section 10 are Except as otherwise provided in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in without the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business prior written consent of the Company, the Employee hereby covenants and agrees that at no time during the Employee’s employment with respect to any products Company and for a period of the Company that were within the Executive's management responsibility at any time within the twelve-month period one (1) year immediately prior to the following termination of the Executive's Employee’s employment with the Company, whether voluntary or involuntary, shall the Employee:
(a) directly or indirectly work for or engage in any capacity which would in any activities or provide strategic advice to Competitor Businesses. Competitor Businesses shall be defined as (i) utilize any business that is involved in the Executive's services with respect manufacture, sale, development of fabrications or manufacturing methods, or marketing of: athletic apparel or footwear (e.g., Reebok, Nike, Adidas); sporting goods; tactical (military and/or law enforcement) apparel; hunting and fishing apparel; mountain sports apparel; accessories of such industries; or any business substantially similar to such the present business within any state of the United States, Company or any substantially comparable political subdivision of any such other country, wherein business activity in which the Company sold or actively attempted to sell, such may substantially engage; and (ii) retail enterprises which sell products within the twelve-month period immediately prior to the termination of the Executive's employment that compete with the Company; or ’s products;
(iib) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business act in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates toway, directly or indirectly, recruit with the purpose or otherwise solicit effect of soliciting, diverting or induce taking away any employeebusiness, customer, subscriber client or any supplier of the Company; or
(c) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company. Written request for consent to terminate its be released from the Non-Competition provisions of this Agreement may be submitted by the Employee to the Company following the termination of Employee’s employment and must include all available information described in Section 4 below. The Company will respond to the request for such consent within two (2) weeks of the request, except as provided in Section 4. In the Company’s sole discretion, it may release Employee from the Non-Competition provisions of this Agreement, or arrangement reduce the non-competition period from a period of one (1) year immediately following Employee’s termination (“Non-Competition Period”) to a shorter duration. In the event the Company does not release the Employee from the Non-Competition provision, for the duration of the Non-Competition period, the Company will pay Employee an amount equal to sixty percent (60%) of Employee’s base salary as of the date of the termination of Employee’s employment, in accordance with the Company, otherwise change its relationship with ’s customary pay practices in effect at the Company or establish time each payment is made. This amount shall be reduced by (a) the amount of any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of severance Employee receives from the Company; and (b) the amount of any salary received during the Non-Competition period from employment in any capacity with an entity that is not a Competitor Business.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 3 contracts
Samples: Change in Control Severance Agreement (Under Armour, Inc.), Change in Control Severance Agreement (Under Armour, Inc.), Change in Control Severance Agreement (Under Armour, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term During the Term of Employment and (unless the Term of Employment expires following a Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause Extension Event or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not or voluntarily by Employee due to Disabilitya Constructive Termination Without Cause) for a period of nine months thereafter, Executive shall not, directly or upon indirectly, except when acting on behalf of the Company, whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder or otherwise, plan, develop, conduct or otherwise engage in the MDU Business in any metropolitan area world-wide in which the Company or any Subsidiary then conducts or is actively planning to conduct the MDU Business (except that he may be a Change stockholder holding not more than a 1% common stock interest in a Person whose shares are publicly traded and which engages in the MDU Business in any such area). Notwithstanding the foregoing, Executive shall be free at any time following the Term of Control Employment to accept employment with or provide other services to any Person whose business includes the MDU Business but only if (i) the MDU Business is not the principal or predominant business of such Person and (ii) the services of Executive do not principally or predominantly relate to the MDU Business. By way of example only, if the Term of Employment were to end on the date of this Agreement, Executive would be free to be employed by a typical incumbent local exchange or long distance carrier or by a typical franchised cable operator for so long as Executive's services did not principally or predominantly relate to the Executive for Good Reasonprovision of video and telecommunications services to residential multiple dwelling units in the markets in which the Company now operates or is actively planning to operate.
(b) During the term Term of Non-CompetitionEmployment and for a period of 12 months thereafter, the Executive shall not not, directly or indirectly, (other than for the benefit i) solicit any customer of the Company or its affiliates pursuant any Subsidiary to this Agreement) directly or indirectly, render services to, assist, participate do business with any Person that engages in the affairs ofMDU Business or (ii) solicit any Person, other than his secretary/administrative assistant, who is employed by the Company or otherwise be connected withany Subsidiary or who was employed by the Company or any Subsidiary within 12 months of such solicitation to (A) terminate his or her employment with the Company or any Subsidiary, any person or enterprise (B) accept employment with anyone other than the Company), which person Company or enterprise is engaged in, any Subsidiary or is planning to engage in, and shall not personally engage in, any business that is (C) in any respect competitive manner interfere with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseSubsidiary.
(c) During Executive acknowledges that the term Company has no adequate remedy at law and would be irreparably harmed if Executive breaches or threatens to breach any of Non-Competition, Executive will notthe provisions of Section 12 or Section 13(a) or 13(b), and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with therefore Executive agrees that the Company or establish any relationship with Subsidiary, as the case may be, shall be entitled to temporary or permanent mandatory or injunctive relief to terminate or forestall any breach or threatened breach of any of those provisions and to specific performance of the terms of each of those provisions, without the need to demonstrate irreparable injury or post bond or other security. Executive further agrees that he shall not, in any proceeding seeking injunctive or other equitable relief to enforce the provisions of Section 12 or Section 13(a) or 13(b), raise the defense that the Company or any of his affiliates for Subsidiary has an adequate remedy at law. Nothing in this Section 13(c) shall be construed to prohibit the Company or any business purpose deemed competitive with the business of the CompanySubsidiary from pursuing any other rights or remedies available to it at law or in equity or which may be otherwise available to it.
(d) The Executive acknowledges If it is determined that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 1013, or any part thereof, to be unreasonable is unenforceable because of the duration or geographical scope of such provision, it is the intention of the Parties that the duration or scope of such provision, such court as the case may be, shall have the power to reduce the duration or scope of be reduced so that such provision and to enforce becomes enforceable and, in its reduced form, such provision as so reducedshall then be enforceable and shall be enforced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Optel Inc), Employment Agreement (Optel Inc)
Non-Competition. The provisions benefits provided to Executives under this Plan are specifically conditioned on each Executive’s covenant that, for a period of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to one (1) year following the Executive.’s Separation from Service with the Bank (other than following a Change in Control), the Executive will not, without the written consent of the Bank, either directly or indirectly:
(a) The term of Non-Competition (herein so called) shall be compete with the Bank for a term beginning on period of twelve (12) months following such termination in any city, town or county in which the effective date hereof Executive’s normal business office is located and continuing until the Bank or the Company has an office or have filed an application for regulatory approval to establish an office, determined as of the Termination Date, except as agreed to pursuant to a resolution duly adopted by the Board. the Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or its affiliates.
(i) the first anniversary hire or attempt to hire any employee of the Date of Termination if Bank, assist in such hiring by any other person, or encourage any such employee to terminate his or her relationship with the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good ReasonBank, or (ii) the last day solicit business from any customer of the Severance Period if Bank or their subsidiaries, divert or attempt to divert any business from the Executive's employment is terminated by the Company without Cause (and not due to Disability) Bank or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs oftheir subsidiaries, or otherwise be connected withinduce, any person or enterprise (other than the Company), which person or enterprise is engaged inattempt to induce, or is planning assist others in inducing or attempting to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employeeagent, customer, subscriber customer or supplier of the Company Bank or any other person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate its employment such person’s or arrangement with the Company, otherwise change its entity’s relationship with the Company Bank (or establish any relationship to refrain from becoming associated with or doing business with the Executive Bank) or in any of his affiliates for any business purpose deemed competitive other manner to interfere with the business relationship between the Bank and any such person or entity. In the event that the Executive competes in violation of this provision, all amounts payable to Executive hereunder shall cease and any amounts previously paid shall be reimbursed to the Bank within thirty (30) days of the CompanyBank’s notification to Executive that this provision has been violated.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Supplemental Retirement Plan (PCSB Financial Corp), Supplemental Retirement Plan (PCSB Financial Corp)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Except as set forth in this Agreement or any of Non-Competition (herein so called) shall be the Ancillary Agreements, for a term beginning on period of two years following the effective date hereof and continuing until Closing Date (the -25- "RESTRICTED PERIOD") neither St. Xxxx nor any of its Post-closing Subsidiaries nor any of their respective directors, officers or agents may
(i) the first anniversary offer, issue, sell, refer or promote, directly or indirectly, any contracts, treaties or agreements of reinsurance of the Date same type as the Reinsurance Agreements or of Termination if the Executive's employment is terminated by same type as those for which St. Xxxx has granted Renewal Rights to the Company for Cause provided that the Company or due its Post-closing Subsidiaries continue to Disability or by provide, during the Executive without Good ReasonRestricted Period, or reinsurance coverage of such types to third parties;
(ii) the last day employ, offer to employ or solicit with a view to employment any of the Severance Period if the Executive's employment is terminated by individuals listed or individuals holding positions listed on SCHEDULE 7.01(a)(ii) to this Agreement; or
(iii) use or disclose to any Person other than the Company without Cause or its Post-closing Subsidiaries, any Transferred Business Confidential Information except in connection with the administration of (x) the Reinsurance Agreements, (y) the Run-Off Business or (z) any retained Liabilities PROVIDED that St. Xxxx, its Post-Closing Subsidiaries and not due their respective directors, officers and agents will disclose Transferred Business Confidential Information only in the ordinary course of business, consistent with past practice including in connection with resolving claims and the purchase of retrocessional coverage and PROVIDED, FURTHER, that St. Xxxx, its Post-Closing Subsidiaries and their respective directors, officers and agents shall use reasonable efforts to Disability) or upon avoid providing Transferred Business Confidential Information to a Change competitor of Control or by the Executive for Good ReasonCompany under circumstances reasonably likely to materially impair the value of the Renewal Rights; PROVIDED that, in the case of Transferred Business Confidential Information that relates to the Reinsurance Agreements, the Restricted Period shall be indefinite.
(b) During Notwithstanding any other provision of this Section 7.01 to the term contrary, neither St. Xxxx nor any of Nonits Post-Competitionclosing Subsidiaries is prohibited from:
(i) engaging in any line of business in which it is engaged immediately after the completion of the Public Offering and for which Renewal Rights were not transferred hereunder, including, without limitation, the Executive shall administration of reinsurance contracts with inception dates prior to January 1, 2002 (the "Run-off Business") and the Reinsurance Agreements (but not including any renewals thereof), purchasing reinsurance for its own account, reinsurance business written through St. Paul's Discover Re operation and Lloyd's of London operation and property catastrophe facultative reinsurance business written by St. Paul's CATRisk Property division;
(ii) acquiring any Person or, subject to the limitation in (iii) below, any interest in any Person engaged in any line of business except for an acquisition of an interest of more than 49% of any Person that generated 50% or more of its gross revenues, excluding investment income and realized investment gains and losses, in its most recent fiscal year for which financial statements are available, by writing property -26- or casualty reinsurance (a "PERMITTED ACQUIREE"), provided that any Permitted Acquiree may not use any marks, designs, logos, slogans, names, words or letters which include the words "St. Xxxx", "USF&G" or "F&G" or those that are suggestive or, derivative thereof, or any logo or xxxx identified with "St. Xxxx", "USF&G" or "F&G" (except as may be required by law) in connection with its reinsurance business, if any, PROVIDED FURTHER, HOWEVER, that St. Xxxx and any of its Post-Closing Subsidiaries may acquire an interest of more than 49% of a Person that is not a Permitted Acquiree if St. Xxxx or such Post-closing Subsidiary promptly divests the property or casualty reinsurance operations of such Person; or
(iii) soliciting, offering, issuing, selling, purchasing or referring any contracts of reinsurance of any type to, from or with any of its Affiliates or engaging in any reinsurance activities in connection with the Run-off Business (other than for the benefit of the Company renewals thereof) or its affiliates pursuant to this Agreement) directly with finite business which is either covered by a Quota Share Retrocession Agreement or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted and its Post-closing Subsidiaries declines to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausereinsure.
(c) During the term of Non-Competition, Executive will not, and will not permit Restricted Period neither St. Xxxx nor any of his affiliates toits Post-closing Subsidiaries shall sponsor or assist, directly or indirectly, recruit in the sponsorship of a newly formed property or otherwise solicit casualty reinsurer for so long as St. Xxxx continues to own 10% or induce any employee, customer, subscriber or supplier more of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companyoutstanding Common Shares.
(d) The Executive acknowledges Section 7.01(a)(i) and (ii) shall not be binding upon a Post-closing Subsidiary of St. Xxxx after the time such Person ceases to be a Post-closing Subsidiary of St. Xxxx. For avoidance of doubt, Section 7.01(a) also does not apply to any Person which on or after the Closing Date becomes an Affiliate (other than a Post-closing Subsidiary) of St. Xxxx, including any Person that the geographic boundaries, scope of prohibited activities, and time duration acquires all or substantially all of the preceding paragraphs are reasonable in nature capital stock or assets of St. Xxxx through merger, consolidation, tender offer, acquisition of assets or otherwise, PROVIDED, HOWEVER, that Section 7.01(a)(ii) and are no broader than are necessary (iii) shall apply to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliatessuch Person.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 Transferred Business Confidential Information shall not thereby be affected and shall be given full effect without regard include information relating to the invalid provisionsTransferred Business which is or becomes generally known on a non-confidential basis provided that the source of such information was not bound by a confidentiality agreement or other obligation of confidentiality. If any court construes St. Xxxx, any of the provisions of this Section 10, its Post-closing Subsidiaries or any part thereofof their respective directors, officers or agents or any Affiliate of St. Xxxx is legally requested or required under an order or subpoena issued by a court, administrative agency or arbitration panel (through oral examination, interrogatories, requests for information or documents, civil investigation demand or other legal, administrative or arbitration processes) to be unreasonable because disclose any Transferred Business Confidential Information, St. Xxxx shall provide the Company with prompt written notice of the duration request, requirement, subpoena or scope order to permit the Company (if it so elects) to seek an appropriate protective order preventing or limiting disclosure. If the Company seeks such an order or takes other steps to avoid or limit disclosure, St. Xxxx shall cooperate with the Company at the Company's expense. If, in the absence of such provisionprotective order, St. Xxxx, is compelled to disclose any Transferred Business Confidential Information, St. Xxxx xxx disclose such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.Transferred Business Confidential Information without liability hereunder. -27-
(f) As used in St. Xxxx and its Post-closing Subsidiaries shall treat any Transferred Business Confidential Information with the same degree of care with which it treats its own confidential information.
(g) The Company and St. Xxxx agree that money damages would not be a sufficient remedy for any breach of this Section 10, "Company" shall include Atrium Corporation and 7.01 by St. Xxxx or any of its direct Post-closing Subsidiaries or indirect subsidiariesany of its or such Post-Closing Subsidiaries' directors, officers or agents, and that, in addition to all other remedies, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
Appears in 2 contracts
Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on While the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment Employee is terminated employed by the Company (regardless of any changes occurring after the date hereof to the job title or working conditions applicable to the Employee) and for Cause a period of one year after the termination or due cessation of such employment, the Employee will not directly or indirectly engage or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business, including but not limited to Disability any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Executive without Good ReasonCompany while the Employee was employed by the Company, or (ii) and in the geographic areas in which the employee, during any time within the last day 2 years of employment, provided services or had a material presence or influence;
(b) The non-competition restrictions contained in this section shall be effective in the Severance Period event the Employee’s employment terminates for any reason, with the exception that these restrictions shall not be effective if the Executive's employment Employee is terminated by the Company without Cause (cause of laid off. “Cause” means Employee’s violation of a Company policy or rule; Employee’s breach, attempted breach, or violation of this Agreement; Employee’s failure to perform job duties and not due responsibilities to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit satisfaction of the Company or its affiliates pursuant to this Agreement) directly or indirectlyCompany; grounds for termination reasonably related, render services to, assist, participate in the affairs Company’s honest judgment, to the needs of its business; Employee’s arrest for, conviction of, or otherwise be connected withplea of guilty, any person or enterprise (other than the Company), which person or enterprise is engaged innolo contendere, or is planning no contest to engage inany felony or to a misdemeanor involving moral turpitude, and shall not personally engage indeceit, any business that is in any respect competitive with the business of the Companydishonesty, or fraud; Employee’s dishonest statements or acts with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with affecting the Company; Employee’s gross negligence, willful misconduct, or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person insubordination; or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior other conduct by Employee that could be harmful to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoingbusiness, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competitioninterests, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business reputation of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Non Competition and Non Solicitation Agreement (Desktop Metal, Inc.), Non Competition and Non Solicitation Agreement (Desktop Metal, Inc.)
Non-Competition. The provisions Practice hereby recognizes, acknowledges, and avers that Professional Business Manager will incur substantial costs in providing the equipment, support services, personnel, management, administration, and other items and services that are the subject matter of this Section 10 Professional Business Management Agreement and that in the process of providing services under this Professional Business Management Agreement, the Practice will be privy to financial and Confidential Information, to which the Practice would not otherwise be exposed. The Parties also recognize that the services to be provided by Professional Business Manager will be feasible only if the Practice operates an active practice to which the Professionals associated with the Practice devote their full time and attention. The Practice agrees, acknowledges, and avers that the non-competition covenants described hereunder are in consideration necessary for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to protection of Professional Business Manager, and that Professional Business Manager would not have entered into this Professional Business Management Agreement without the Executivefollowing covenants.
(a) The term Except as specifically agreed to by Professional Business Manager in writing, the Practice covenants and agrees that during the Term of Non-Competition (herein so called) shall be this Professional Business Management Agreement and for a term beginning on period of one (1) year from the effective date hereof this Professional Business Management Agreement is terminated other than if terminated by the Practice for cause, or expires, the Practice shall not directly or indirectly own (excluding ownership of less than one percent (1%) of the equity of any publicly traded entity and continuing until excluding ownership of the common stock of Professional Business Manager), manage, operate, control, contract with, lend funds to, lend its name to, maintain any interest whatsoever in, or be employed by, any enterprise (i) having to do with the provision, distribution, promotion, or advertising of any type of management or administrative services or products to third parties in competition with Professional Business Manager, within a 10 mile radius of any Office; and/or (ii) offering any type of service(s) or product(s) to third parties substantially similar to those offered by Professional Business Manager to the Practice in Competition with Professional Business Manager within a 10 mile radius of any Office. Notwithstanding the above restriction, nothing herein shall prohibit (i) the first anniversary Practice or any of its Shareholders from providing management and administrative services to this or their own optometry practice after the Date termination of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or this Professional Business Management Agreement; (ii) the last day Practice or its Shareholders from contracting with a third-party manager to provide administrative or management services for its or their professional eye care practices after termination of this Professional Business Management Agreement; (iii) any of the Severance Period if the Executive's employment is terminated by the Company without Cause (Practice’s Shareholders from providing management and not due administrative services to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to their own optometry practices after the termination of the Executive's their employment relationship with the CompanyPractice, in any capacity which would and (iiv) utilize the Executive's such Shareholders from contracting with a third-party manager to provide administrative or management services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to for their professional eye care practices after the termination of the Executive's their employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the CompanyPractice.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Professional Business Management Agreement, Professional Business Management Agreement (Eyemasters Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The In view of the Employee's knowledge of the trade secrets and other proprietary information relating to the business of the Company and its subsidiaries and their customers which the Employee has heretofore obtained and is expected to obtain during the term the Employee is employed under this Agreement (the "Employment Period"), and in consideration of Non-Competition (herein so called) shall the compensation to be for a term beginning on received hereunder, the effective date hereof and continuing until Employee agrees: (i) that he will not during the first anniversary Employment Period Participate In (as such term hereinafter defined) any other business or organization if such business or organization now is or shall then be competing with or be of a nature similar to the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit business of the Company or its affiliates pursuant subsidiaries and (ii) (A) for a period of twelve (12) months after the Termination Date (as defined in Section 7) due to a termination of this AgreementAgreement for Cause or (B) directly for such period as the Company shall continue to pay to the Employee his Base Salary and insurance benefits in accordance with Section 9(b) after a termination of the Employee's employment Without Cause, he will not in any geographic area in which the Company does business as of the Termination Date compete with or indirectly, render services to, assist, participate be engaged in the affairs ofsame business as, or otherwise be connected withParticipate In, any person other business or enterprise (other than the Company), organization which person competes with or enterprise is engaged inin the same business as, the Company or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, its subsidiaries with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior service offered or activity engaged in up to the termination of the Executive's employment with the CompanyTermination Date, except that in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of each case the provisions of this Section 103 will not be deemed breached merely because the Employee owns not more than 2% of the outstanding common stock of a corporation, if, at the time of its acquisition by the Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or any part thereof, to be unreasonable because is regularly traded in the over-the-counter market by a member of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduceda national securities exchange.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Asta Funding Inc), Employment Agreement (Asta Funding Inc)
Non-Competition. This Section 11(d) shall apply only if the Grantee is an executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) and experiences a Qualifying Termination or Retirement that affects this Award.
i. The Grantee understands the global nature of the Company’s businesses and the effort the Company undertakes to develop and protect its business, goodwill, confidential information and competitive advantage. Accordingly, the Grantee recognizes and agrees that the scope and duration of the restrictions described in this provision are reasonable and necessary to protect the legitimate business interests of the Company. All payments and benefits to the Grantee under this Agreement are conditioned expressly on the Grantee’s compliance with the provisions of this Section 10 are 11(d). During the Grantee’s employment with the Company and for a period of one (1) year following the Grantee’s termination of employment for any reason, the Grantee shall not:
A. singly, jointly, or in consideration for the Company's promise any other capacity, in Section 7 a manner that contributes to continue to make appropriate Confidential Information available any research, design, development, strategy, marketing, promotion, or sales, or that relates to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's Grantee’s employment with the Company, directly or beneficially engage in, manage, join, participate in any capacity which would the management, operation or control of, or work for (i) utilize as an employee, a consultant or an independent contractor), or permit the Executive's services with respect to such business within any state use of the United StatesGrantee’s name by, or any substantially comparable political subdivision of any provide financial or other countryassistance to, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity operating in the animal health industry that provides products or services that are the same or substantially similar to those provided by the Company or any Affiliate (a “Competitor”), provided that the foregoing shall not limit the Grantee from providing services or assistance to a subsidiary or affiliate of a Competitor in a situation in which the Company sold Grantee provides no services or actively attempted to sell such products within the twelve-month period immediately prior assistance whatsoever to the termination subsidiary or affiliate that is a Competitor without the express written approval of the Executive's employment with Chairman of the Board; or
B. provide any service or assistance to a Competitor (1) that is of the general type of service or assistance provided by the Grantee to the Company or any Affiliate, (2) that relates to any animal health work with which the Grantee was involved during the Grantee’s employment, or (3) in which there is a "Competing Business"). Notwithstanding the foregoing, the Company agrees reasonable possibility that the Executive may own Grantee may, intentionally or inadvertently, use or rely upon the Company’s or an Affiliate’s secret or confidential information. Nothing in this Section 11(d) prohibits the Grantee from purchasing or owning less than five percent (5%) of the outstanding voting publicly traded securities of any publicly traded company corporation, provided that such ownership represents a passive investment and the Grantee is not a Competing Business controlling person of, or a member of a group that controls, such corporation. This provision does not in any way restrict or impede the Grantee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Grantee shall promptly provide written notice of any such order to the Company’s CEO.
ii. If the Grantee breaches or threatens to breach the obligations described in this Section 11(d), the Company or its successors in interest shall have, in addition to all other remedies at law, the right to an injunction (without posting of bond to the extent legally permitted), specific performance, and other equitable relief to prevent violations of the Grantee’s obligations under this Section 11(d) (including but not limited to the ability to cease and/or recoup payments and benefits provided under this Agreement). In the event that the Grantee is found to have breached any provision set forth in this Section 11(d), the applicable time period shall be deemed tolled for so long as the Executive does not otherwise participate Grantee was in such Competing Business in any way prohibited by the preceding clauseviolation of that provision.
(c) During the term iii. If a court of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines competent jurisdiction declares that any portion term or provision of this Section 10 11(d) is invalid or unenforceable, the remainder Company and the Grantee intend that (A) the court making the determination of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, invalidity or any part thereof, to be unreasonable because of the duration or scope of such provision, such court unenforceability shall have the power to reduce the duration scope, duration, or scope geographic area of such the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to enforce such provision expressing the intention of the invalid or unenforceable term or provision, (B) the Company and the Grantee shall request that the court exercise that power, and (C) the Agreement shall be enforceable as so reducedmodified after the expiration of the time within which the judgment or decision may be appealed.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Elanco Animal Health Inc), Nonqualified Stock Option Award Agreement (Elanco Animal Health Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-CompetitionRestricted Period, the Executive Seller shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage innot, and shall cause its subsidiaries not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit own, operate, control, manage, or otherwise solicit or induce engage in any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the CompanyCompetitive Business.
(db) The Executive acknowledges that Notwithstanding the geographic boundariesforegoing, scope nothing in Section 7.07(a) shall prevent Seller or its subsidiaries from (i) providing any services to Purchaser or its Affiliates (including the Company Group) as contemplated by the Transition Services Agreement, (ii) owning, directly or indirectly, as a passive investment, securities of prohibited activitiesany Person who engages in a Competitive Business if neither Seller nor any of its subsidiaries, individually or in the aggregate, beneficially owns 10% or more of any class of securities of such Person, (iii) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time duration of such acquisition, engages in a Competitive Business if such Person or business derived less than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year, (iv) acquiring, by merger, consolidation, stock or asset acquisition, or otherwise, and owning, after such acquisition, a Person or business that, at the time of such acquisition, engages in a Competitive Business if such Person or business derived more than 15% of its total consolidated annual revenues from a Competitive Business in its most recently completed fiscal year and Seller, within twelve (12) months after completion of such acquisition referred to in this clause (iv), winds down, liquidates or enters into a definitive agreement to cause the divesture of the preceding paragraphs are reasonable Competitive Business of such Person and thereafter completes such divestiture, or (v) owning, operating, controlling, managing or engaging in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10Retained Business, or any part thereof, to be unreasonable because as conducted as of the duration date hereof. In the event of a transaction that results in an unaffiliated third party (or scope its equityholders) acquiring a majority of such provisionthe equity of Seller (whether by merger, stock sale or otherwise), such court unaffiliated third party and its Affiliates (other than Seller and its subsidiaries) shall have not be subject to the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used restrictions set forth in this Section 10, "Company" shall include Atrium Corporation and any 7.07 following the completion of its direct or indirect subsidiariessuch sale.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Oshkosh Corp), Stock and Asset Purchase Agreement (John Bean Technologies CORP)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than Employee hereby agrees that for the benefit duration of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company, Employee will not, without the consent of the Company, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any capacity manner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any country in which would the Company or any of its subsidiaries conducts business; PROVIDED, HOWEVER, that Employee may purchase or otherwise acquire up to (ibut not more than) utilize one percent of any class of securities of any enterprise (but without otherwise participating in the Executive's services activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Employee agrees that this covenant is reasonable with respect to such its duration, geographical area, and scope.
(b) Employee hereby agrees that for a period of two (2) years following the termination of Employee's employment with the Company, Employee will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend Employee's name to, lend Employee's credit to or render services or advice to, any business within whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state of the United States, States or in any other country in which the Company or any substantially comparable political subdivision of its subsidiaries sells products or conducts business; PROVIDED, HOWEVER, that Employee may purchase or otherwise acquire up to (but not more than) one percent of any other countryclass of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, wherein as amended. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
(c) In the Company sold or actively attempted to sellevent of a breach by Employee of any covenant set forth in this Section 15, the term of such products within covenant will be extended by the twelve-month period immediately prior to of the duration of such breach.
(d) For a period of two (2) years following the termination of the ExecutiveEmployee's employment with the Company; or (ii) utilize , Employee will, within ten days after accepting any employment, advise the Executive's services in selling any products similar to such products Company of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities identity of any publicly traded company employer of Employee. The Company may serve notice upon each such employer that Employee is bound by this Agreement and furnish each such employer with a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion copy of this Section 10 is invalid Agreement or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedrelevant portions hereof.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the ExecutiveEmployee's employment is terminated by the Company for Cause or due to Disability or by the Executive Employee without Good Reason, or (ii) the last day of the Severance Period if the ExecutiveEmployee's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive Employee for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) ), directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage inin and the Employee has knowledge of such plans, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the ExecutiveEmployee's management responsibility at any time within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company, in any capacity which would (i) utilize the ExecutiveEmployee's services with respect to any such business (a) located within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the CompanyCompany or (b) which sells or markets products similar to products sold or marketed by the Company in any such state or comparable subdivision; or (ii) utilize the ExecutiveEmployee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive Employee does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive Employee will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Employee or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 109, "Company" shall include Atrium Corporation the Parent and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Atrium Corp), Employment Agreement (Atrium Corp)
Non-Competition. The Employee agrees that during the period of Employee's employment with the Company and for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any business activity that competes, directly or indirectly, with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the event of a termination of Employee's employment as a result of a material breach by the Company of the provisions of this Section 10 are Agreement or in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executiveevent that Employee's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit cause. For purposes of the Company or its affiliates pursuant this Section 9, Employee shall be deemed to this Agreement) "compete, directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive " with the business businesses of the Company, with respect to any products or its subsidiaries or affiliates if Employee is or becomes engaged, otherwise than at the request of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any capacity corporation, partnership or other enterprise or venture the business of which would (i) utilize the Executive's includes wholesale, private label web hosting and email services with respect to such business within any state of in Canada or the United States, or any substantially comparable political subdivision of any other country, wherein business engaged in from time to time by the Company sold or actively attempted and is responsible for the performance of functions similar to sell, such products within those performed by Employee during the twelve-12 month period immediately prior preceding Employee's termination. Notwithstanding anything to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar contrary contained herein Employee may, without being deemed to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates tocompete, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier with the businesses of the Company to terminate or its employment subsidiaries or arrangement with the Company, otherwise change its relationship with the Company or establish affiliates own not more than 5% of any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business class of the Company.
(d) The Executive acknowledges that outstanding securities of any such corporation listed on a national securities exchange or traded in the geographic boundaries, scope of prohibited activities, over-the-counter market. It is the desire and time duration the intent of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines parties that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 109 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, or if any part thereofparticular portion of this Section 9 is adjudicated unenforceable in any jurisdiction, to be unreasonable because such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the Company will have no adequate remedy at law for the breach by Employee of the duration or scope covenants provided in this Section 9, and, in the event of such provisionbreach, such court shall have the power Company and Employee hereby agree that the Company will be entitled to reduce the duration an injunction, a decree of specific performance, mandamus or scope of such provision and other appropriate remedy to enforce such provision as so reducedcovenants.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Hostopia.com Inc.), Employment Agreement (Hostopia.com Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that during the term of Non-Competition employment of the Employee under this Employment Agreement, and during a period of one (herein so called1) shall be for a term beginning on year after termination of employment of the effective date hereof Employee under this Employment Agreement without regard to the cause of termination of employment and continuing until whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the first anniversary of the Date of Termination if the Executive's employment Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is terminated competitive with any business or activity conducted by the Company for Cause or due to Disability or by the Executive without Good Reason, or Corporation; (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than work for the benefit of the Company or its affiliates pursuant to this Agreement) employ, directly or indirectly, render services to, assist, participate in the affairs of, or otherwise cause to be connected withemployed by another, any person who was an employee, officer or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business agent of the Company, with respect to Corporation or of any products of the Company that were within the Executive's management responsibility its subsidiaries at any time within the twelve-month during a period immediately of twelve (12) months prior to the termination of the Executive's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the Company, in any capacity which would (i) utilize the Executive's goods or services with respect to such business within any state of the United StatesCorporation or its subsidiaries to any person, partnership, corporation or any substantially comparable political subdivision of any other country, wherein entity who purchased goods or services from the Company sold Corporation or actively attempted to sell, such products its subsidiaries within the twelve-month period immediately prior to one (1) year before the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to Employee under employment Agreement; (iv) the Employee shall not have any person financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any corporation, partners or other entity to which is competitive with any business or activity conducted by the Company sold or actively attempted to sell such products within Corporation.
(b) The Corporation and the twelve-month period immediately prior to Employee agree that the termination services of the Executive's employment with Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Company (a "Competing Business"). Notwithstanding the foregoingCorporation without great difficulty, the Company agrees and that the Executive may own less than five percent violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the outstanding voting securities Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited Employee under this Section (10) may be enforced by the preceding clauseCorporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.
(c) During In the term event that this Section (10) shall be determined by any court of Non-Competition, Executive will not, and will not permit any competent jurisdiction to be unenforceable by reason of his affiliates to, directly its extending for too long a period of time or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier over too great a range of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and it shall be given full effect without regard interpreted to extend only over the invalid provisions. If any court construes any maximum period of the provisions time or range of this Section 10, or any part thereof, activities as to which it may be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedenforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (MKS Instruments Inc), Employment Agreement (MKS Instruments Inc)
Non-Competition. The provisions (a) In consideration of this Section 10 are in consideration for the benefits to be provided to Executive hereunder, Executive covenants that he will not, without the prior written consent of the Company's promise , during the Employment Period and the twelve (12) month period following his termination of employment for any reason or, if terminated pursuant to Section 6(e) hereof, the Remaining Period, if greater (the "Restriction Period"), engage in Section 7 to continue to make appropriate Confidential Information available to any way, directly or indirectly, in any business whose product or activities directly compete with the Executiveproducts or activities of Philips Medical Systems or the Company anywhere where Philips Medical Systems or the Company conducts its businesses, other than in his capacity as an employee of the Company.
(ab) The term of Non-Competition (herein so called) shall be Executive hereby covenants and agrees that, at all times during the Employment Period and for a term beginning on period of one (1) years immediately following his termination for any reason, Executive shall not employ or seek to employ any person employed at that time by Philips Medical Systems or the effective date hereof Company, or otherwise encourage or entice such person or entity to leave such employment.
(c) Executive hereby covenants and continuing until agrees that, at all times during the Restriction Period, Executive will not (i) pursue or attempt to develop any project known to Executive and which Philips Medical Systems or the first anniversary Company are pursuing, developing or attempting to develop as of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing BusinessProject"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit alone, in association with or otherwise solicit as a shareholder, principal, agent, partner, officer, director, employee or induce consultant of any employee, customer, subscriber other organization or supplier of (ii) divert to any entity which is engaged in any business conducted by Philips Medical Systems or the Company to terminate its employment in the same geographic area as Philips Medical Systems or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Project or any customer of his affiliates for any business purpose deemed competitive with the business of Philips Medical Systems or the Company.
(d) The Executive acknowledges that the geographic boundariesrestrictions, scope prohibitions and other provisions of prohibited activitiesthis Section 10 are reasonable, fair and time duration of the preceding paragraphs are reasonable equitable in nature scope, terms and are no broader than duration, are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If are a material inducement to the Company to enter into this Agreement. It is the intention of the parties hereto that the restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court determines of competent jurisdiction shall determine that any portion of this Section 10 the foregoing restrictions is invalid or unenforceableexcessive, the remainder of this Section 10 such provision shall not thereby be affected and entirely void, but rather shall be given full effect without regard limited or revised only to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, extent necessary to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmake it enforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Atl Ultrasound Inc), Employment Agreement (Atl Ultrasound Inc)
Non-Competition. The provisions In consideration of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to Agreement hereby entered into, each of the Executive.
(a) The term of Sellers hereby covenants and agrees that, during the Non-Competition (herein so called) Period, they shall be for a term beginning on the effective date hereof not and continuing until shall procure that none of their Affiliates shall, directly or indirectly:
(i) carry on, be engaged in or have an ownership interest in any Person that carries on or is engaged in the first anniversary Business within the Restricted Territories; provided, however, that notwithstanding the foregoing, each of the Date Sellers may own securities in any Person engaged in the Business that is a publicly held corporation, but only to the extent that such Seller does not own, of Termination if record or beneficially, more than 3% (three percent) of the Executive's employment is terminated outstanding equity securities of any such Person, or
(ii) solicit, knowingly encourage or attempt to solicit or knowingly encourage any person employed in a managerial, supervisory, technical or sales capacity by the Company for Cause or due its Subsidiaries immediately prior to Disability or by the Executive without Good Reason, or Closing (iithe “Restricted Employees”) to leave the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant Subsidiaries (whether or not such Restricted Employee would commit a breach of contract by reason of leaving such employment or engagement); provided, however, nothing in this Clause 10 shall prohibit a Seller from seeking to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, employ any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business Person by means of general advertising that is in any respect competitive not specifically directed towards the Restricted Employees; provided further, however, that no Seller shall, during the Non-Competition Period, employ: (a) a senior employee who is a Restricted Employee for a period of three (3) years following the termination of such employee’s employment with the business Company or its Subsidiaries or (b) any other Restricted Employee for a period of one (1) year following termination of such employee’s employment with the CompanyCompany or its Subsidiaries, with respect or
(iii) solicit, knowingly encourage or attempt to solicit or knowingly encourage any products customer of the Company that were within the Executive's management responsibility at or any time within the twelve-month period of its Subsidiaries immediately prior to the termination of Closing (the Executive's employment with the Company, in any capacity which would (i“Restricted Customers”) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment relationship or arrangement with the Company, otherwise change its relationship business dealings with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct Subsidiaries (whether or indirect subsidiariesnot such Restricted Customer would commit a breach of contract by reason of this termination).
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Ridgewood Power Growth Fund /Nj), Sale and Purchase Agreement (Ridgewood Electric Power Trust V)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term CNCHK agrees that it will not, directly or indirectly through its Affiliates, engage in any business opportunity which is directly or indirectly in competition with the Business or the Company without the agreement of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof Other Shareholders; provided, that CNCHK and continuing until its Affiliates may engage in business opportunities (i) in the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, PRC or (ii) anywhere in the last day world outside the PRC, to the extent such business opportunities (A) are in the lines of business that CNCHK and its Subsidiaries engage in outside the PRC as at the Effective Date, (B) are consistent with the scope of the Severance Period if business outside the Executive's employment is terminated by PRC of CNCHK and its Subsidiaries, as at the Effective Date, and (C) are within the geographical area of CNCHK and its Subsidiaries, as at the Effective Date, provided, that this subclause (C) shall not purport to restrict any such business opportunities (1) in existing locations of business of CNCHK and its Subsidiaries as at the Effective Date, (2) in countries in which the Company without Cause does not operate and which the Company has not communicated to the Shareholders its intention to enter, (3) which are not in competition with the Business or the Company or (4) are outside Asia and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonAustralia.
(b) During Notwithstanding anything to the term of contrary contained in this Agreement, if such party's interest in any business opportunity that it pursues pursuant to Section 9.01(b) is a substantial Non-CompetitionPassive Interest and such business directly competes with the Business (or any part thereof) or the Company, the Executive shall not rights of such party (together with its Affiliates), together with its appointees to the Board (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Companyan Independent Director), which person or enterprise is engaged in, or is planning to engage in, exercise any voting rights in respect of matters that relate solely and shall not personally engage in, any business that is in any respect competitive with directly to the business of the Company, with respect to any products businesses of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment compete directly with the Companysuch business, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business shall be suspended for so long as the Executive does not otherwise participate such party holds a substantial Non-Passive Interest in such Competing Business in any way prohibited by the preceding clausecompeting business.
(c) During The covenants set out in this Section 9.01 shall cease to apply upon the term earlier of Non-Competition, Executive will not, (i) the termination of this Agreement and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (ii) CNCHK ceasing to terminate its employment or arrangement with hold Shares in the Company, otherwise change its relationship with the Company whether directly or establish any relationship with the Executive indirectly through one or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company more Affiliates or China Netcom Group and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliatesAffiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Shareholders Agreement (China Netcom Group CORP (Hong Kong) LTD), Shareholders Agreement (China Netcom Group CORP (Hong Kong) LTD)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on Executive acknowledges and agrees that as the effective date hereof Company’s President and continuing until Chief Operating Officer (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company he will be responsible for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than directly involved in developing customer goodwill and relationships for the benefit of the Company or its affiliates pursuant Group, including personal contact with customers and supervising others who contact customers and develop customer goodwill and relationships; (ii) he will be provided and have access to the Company Group’s Confidential Information and Privileged Information, and will be compensated for the development, and supervising the development, of the same and (iii) he will have unique insight into and knowledge of the skills, talents and capabilities of the Company Group’s key employees. Executive also acknowledges and agrees that at the inception of his employment with the Company it was agreed that he would be bound by noncompetition restrictions that are similar to the restrictions in this Agreement.
(b) directly or indirectlyExecutive agrees that during his employment by the Company he will not compete against the Company Group in any manner, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged including without limitation by engaging in, or is planning by assisting any other person or entity to engage in, and shall not personally engage or by having an ownership interest in, any business that is Competitive Business (as defined below) in the Territory (as defined below), or by engaging in any respect competitive with the business of the Companyconduct described in clauses (c)(i), with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseiii) below.
(c) During Executive further agrees that after his employment by the term of Non-CompetitionCompany ends for any reason, Executive will not, and he will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of during the Restricted Period (as defined below):
(i) compete against the Company Group by engaging in, or by assisting any other person or entity to terminate its employment engage in, or arrangement with by having an ownership interest in, any Competitive Business in the Company, otherwise change its relationship with Territory (as defined below);
(ii) compete against the Company Group by soliciting any Customer (as defined below) in order to provide any goods or establish services to such Customer in competition against the Company Group, or by soliciting any relationship with Agent (as defined below) in order to obtain referrals from such Agent in competition against the Executive Company Group;
(iii) induce or persuade any of his affiliates for any Customer or Agent not to do business purpose deemed competitive with with, or to switch business from, or reduce business with, the business of Company Group;
(iv) solicit, or assist others in soliciting, Key Employees (as defined below) to either leave the CompanyCompany Group or to engage in a Competitive Business.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion For purposes of this Section 10 is invalid or unenforceableAgreement, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court following capitalized terms shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.meanings set forth below:
Appears in 2 contracts
Samples: Employment Agreement (James River Group Holdings, Ltd.), Employment Agreement (James River Group Holdings, Ltd.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be During the time in which Employee performs services for the Company and for a term beginning on period of twelve (12) months after the effective date hereof and continuing until termination of Employee’s employment with the Company, regardless of the reason, Employee shall not, directly or indirectly, either alone or in conjunction with any person, firm, association, company or corporation, within the Restricted Area:
(i) own, manage, operate, or participate in the first anniversary ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Company’s Business in which the Employee would hold a position with responsibilities that are entirely or substantially similar to any position the Employee held during the last twelve (12) months of the Date of Termination if the Executive's Employee’s employment is terminated by with the Company or in which the Employee would have responsibility for Cause or due access to Disability confidential information that is similar to or by relevant to that Confidential Information which the Executive without Good Reason, or Employee had access to during the last twelve (12) months of the Employee’s employment with the Company; or
(ii) provide services to any person or entity that engages in any business that is similar to, or competitive with the last day of Company’s business if doing so would require Employee to use or disclose the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonCompany’s Confidential Information.
(b) During Notwithstanding anything to the term contrary, nothing in this Section 6 prohibits Employee from being a passive owner of Non-Competition, the Executive shall not more than one percent (other than for the benefit 1%) of the Company or its affiliates pursuant to this Agreement) directly or indirectlyoutstanding stock of any class of a corporation which is publicly traded, render services to, assist, participate so long as Employee has no active participation in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of such corporation. Employee acknowledges and agrees that the Company, restrictions contained in this Agreement with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Companytime, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, geographical area and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs activity are reasonable in nature and are no broader do not impose a greater restraint than are is necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the goodwill and other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard Employee has had the opportunity to the invalid provisions. If any court construes any of review the provisions of this Section 10Agreement with his legal counsel. In particular, or any part thereofthe Employee agrees and acknowledges that the Company is currently engaging in business and actively marketing its services and products throughout the United States, to be unreasonable because that Employee’s duties and responsibilities for the Company are co-extensive with the entire scope of the duration Company’s business, that the Company has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. By continuing employment with the Company, Employee understands and agrees that: (a) Employee will not bring any confidential information of any former employer, nor any proprietary work product created as part of Employee’s duties with Employee’s former employer; and (b) Employee will not use or scope disclose any former employer’s confidential information or proprietary work product in the performance of such provisionEmployee’s duties with the Company. Further, such court shall have Employee represents that Employee is not subject to any contract that would prohibit Employee from performing Employee’s duties for the power to reduce the duration or scope of such provision and to enforce such provision as so reducedCompany.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Offer Letter (R1 RCM Inc. /DE), Offer Letter (R1 RCM Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning Executive agrees that, except in accordance with his duties under this Agreement on the effective date hereof and continuing until (i) the first anniversary behalf of the Date Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of Termination if developing, licensing, or selling technology, products or services which are directly competitive with the Executive's employment is terminated Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company for Cause or due to Disability or by any of its Subsidiaries at the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasontime in question.
(b) During In addition, the term Executive agrees that, for a period of Non-Competitionsix months after the end of Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than for five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the benefit business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business Subsidiaries as of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoingor which are directly competitive with any technology, products, or services being actively developed by the Company agrees that or any of its Subsidiaries, with the Executive may own less than five percent bona fide intent to market same, as of the outstanding voting securities termination of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by Executive's employment at the preceding clauseCompany.
(c) During Executive further agrees, for twelve months following the term end of Non-CompetitionExecutive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described above), Executive will not, and will not permit any of his affiliates to, to refrain from directly or indirectlyindirectly soliciting Company's collaborative partners, recruit consultants, certified research organizations, principal vendors, licensees or otherwise solicit or induce employees except any employee, customer, subscriber or supplier such solicitation in connection with activities that would not be directly competitive with and adverse to the Business of the Company or any of its Subsidiaries or with and to terminate its employment any products or arrangement with the Company, otherwise change its relationship with services being offered by the Company or establish any relationship of its Subsidiaries at the date such employment terminated or then being actively developed, with the Executive bona fide intent to market same, by the Company or any of his affiliates for any business purpose deemed competitive with the business of the Companyits Subsidiaries.
(d) The Executive acknowledges hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the geographic boundaries, scope of prohibited activities, and time duration Company upon any breach of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion terms of this Section 10 is invalid 18 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or unenforceableobtaining any other remedy available at law, also may enforce the remainder terms of this Section 10 shall not thereby be affected 18 by injunction or specific performance, and shall be given full effect without regard to the invalid provisions. If may obtain any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedother appropriate remedy available in equity.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Nastech Pharmaceutical Co Inc), Employment Agreement (Nastech Pharmaceutical Co Inc)
Non-Competition. The (a) In consideration of the benefits to be provided to Employee hereunder, Employee covenants that he will not, without the prior written consent of the Company, during the Employment Period and the period of one (1) year immediately following his termination of employment for any reason other than pursuant to Sections 6(a), 6(e) and 6(f) (the “Restriction Period”) engage, in the Washington, D.C. metropolitan area, in any way, directly or indirectly, in the financing, acquisition, operation, development, management, leasing or disposition of any commercial office real estate property or any improvements thereof on behalf of any public or non-public company, other than the activities set forth in Attachment A hereto (the “Excluded Activities”).
(b) Employee hereby covenants and agrees that, at all times during the Restriction Period, Employee shall not pursue or attempt to develop or to direct to any other entity any project which the Company is or was pursuing, developing or attempting to develop during the period of his employment or interfere or otherwise compete (other than in connection with the Excluded Activities or performing services for the Company or its Affiliates with regard to other properties managed by the Company or its Affiliates with the consent of the Company) with any active lease negotiations of the Company which the Employee is or was actively involved in conducting or strategizing on behalf of the Company or its Affiliates.
(c) Employee hereby covenants and agrees that, at all times during the Restriction Period, Employee shall not (i) assist any other person or firm in counseling, advising, encouraging or soliciting any person that within one (1) year immediately prior to the end of the Employment Period was, a tenant of the Company or its Affiliates (a “Tenant”) to terminate its lease with the Company or its Affiliates, (ii) contact any Tenant or induce or attempt to induce or otherwise counsel, advise, encourage or solicit any Tenant to terminate its lease with the Company or its Affiliates, or (iii) employ or seek to employ any person employed within one (1) year immediately prior to the end of the Employment Period by the Company or any of its Affiliates, or otherwise encourage or entice such person or entity to leave such employment.
(d) Employee acknowledges that the restrictions, prohibitions and other provisions of this Section 10 are reasonable, fair and equitable in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof scope, terms and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonduration, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If are a material inducement to the Company to enter into this Agreement. It is the intention of the parties hereto that the restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court determines of competent jurisdiction shall determine that any portion of this Section 10 the foregoing restrictions is invalid or unenforceableexcessive, the remainder of this Section 10 such provision shall not thereby be affected and entirely void, but rather shall be given full effect without regard limited or revised only to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, extent necessary to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmake it enforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Vornado Realty Trust), Employment Agreement (Vornado Realty Trust)
Non-Competition. The provisions of this Section 10 are in consideration for a. Executive acknowledges and recognizes the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary highly competitive nature of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and accordingly agrees that, during the confidentiality Employment Term and for a period of their Confidential Informationone year following the date Executive ceases to be employed by the Company due to (x) a termination by the Company for Cause, and (y) a resignation by Executive without Good Reason or (z) Executive's election not to protect extend the Employment Term pursuant to Section 1 of the Agreement, Executive shall not:
(i) other legitimate business interests than on behalf of the Company and its affiliates, seek to provide or provide investment advisory services to, (x) during the period when Executive remains in the employment of the Company and its affiliates, any person to whom the Company or an affiliate rendered such services during Executive's employment with the Company and its affiliates and (y) following Executive's termination of employment with the Company and its affiliates, any person to whom the Company or an affiliate rendered such services during the three-year period prior to such termination of employment;
(ii) solicit or seek to induce or actually induce any person who is employed by the Company or an affiliate during Executive's employment with the Company and its affiliates, or who becomes employed by the Company or an affiliate at any time during the three-month period following the termination of Executive's employment, to discontinue such employment, or hire or employ any such person;
(iii) directly or indirectly engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning) within the United States or any other country in which the Company or its affiliates is conducting business at the time of determination (a "Competitive Business");
(iv) directly or indirectly enter the employ of, or render any services to, any "person" (as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto) (or any division or controlled or controlling affiliate of any person) who or which engages in a Competitive Business;
(v) directly or indirectly acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided that nothing herein shall preclude Executive from directly or indirectly, owning, solely as an investment, securities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market, if Executive (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such person; or
(vi) directly or indirectly interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(e) If any court determines that any portion of b. It is expressly understood and agreed that, although Executive and the Company consider the restrictions contained in this Section 10 8 to be reasonable, if a final judicial determination is invalid made by a court of competent jurisdiction that the time or unenforceableterritory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or any part thereof, indicate to be unreasonable because enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedother restrictions contained herein.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Cohen & Steers Inc), Employment Agreement (Cohen & Steers Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The CEO understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of Non-Competition (herein so calledthis Agreement and, unless such termination is by the CEO pursuant to 6(a)(iii) shall be below and provided the Corporation is not in material default to CEO on any of its obligations under this Agreement, for a term beginning period of one (1) year from the date of termination of his employment hereunder, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business engaged in the effective date hereof and continuing until (i) the first anniversary development of commercialization of products directly competitive with products of the Date Corporation, including any subsidiary of Termination if the Executive's employment is terminated Corporation (a “Subsidiary”), including products under development by the Company for Cause Corporation or due to Disability or by a Subsidiary within the Executive without Good Reason, or (ii) the last day geographic area of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonCorporation’s business.
(b) During the term of Non-Competitionthis Agreement and for one (1) year thereafter, the Executive CEO shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) not, directly or indirectly, render services to, assist, participate in without the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business prior written consent of the CompanyCorporation, with respect to solicit or induce any products employee of the Company that were Corporation or any affiliate to leave the employ of the Corporation or any affiliate or hire for any purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or any affiliate within the Executive's management responsibility at any time within the twelve-month period immediately prior to six months of the termination of the Executive's said employee’s employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseCorporation.
(c) During the term of Non-Competitionthis Agreement and for one (1) year thereafter, Executive will the CEO shall not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise without the prior written consent of the Corporation:
(i) solicit or induce accept employment or be retained by any employeeparty who, customerat any time during the term of this Agreement, subscriber was a customer or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Corporation or any of affiliate where his affiliates for any business purpose deemed competitive with position will be related to the business of the CompanyCorporation; or
(ii) solicit or accept the business of any customer or supplier of the Corporation or any affiliate with respect to products similar to those supplied by the Corporation.
(d) The Executive acknowledges In the event that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If Officer breaches any court determines that any portion provisions of this Section 10 4 or there is invalid or unenforceablea threatened breach, then, in addition to any other rights which the Corporation may have, the remainder of this Section 10 shall not thereby be affected and Corporation shall be given full effect entitled, without regard the posting of a bond or other security, to injunctive relief to enforce the invalid provisionsrestrictions contained herein. If any court construes any of In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 104, or the Officer shall not urge as a defense that there is an adequate remedy at law nor shall the Corporation be prevented from seeking any part thereof, to other remedies which may be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedavailable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Indevus Pharmaceuticals Inc), Employment Agreement (Indevus Pharmaceuticals Inc)
Non-Competition. The provisions of Executive covenants and agrees that, except as provided in this Section 10 are in consideration for paragraph below, during the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be Employment Term and for a term beginning on the effective date hereof and continuing until (i) period extending to the first anniversary of the Date Executive’s termination of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonany reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise case of a termination under Section 6(g) hereof a period extending to the third anniversary of such termination (other than the Company“Restricted Period”), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of jurisdiction in which the Company that were within is engaged in business at the time of such termination, the Executive shall not, directly or indirectly, individually or jointly, own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity which competes to a material extent with the business activities in which the Company is engaged at the time of such termination or in which business activities the Company has documented plans to become engaged in and as to which Executive has knowledge at the time of Executive's management responsibility at any time within the twelve-month period immediately prior to the ’s termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statesemployment, or any substantially comparable political subdivision of entity in which any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment relationship with the Company; Executive would result in the inevitable use or (ii) utilize the Executive's services in selling any products similar to such products disclosure of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company Confidential Information (a "“Competing Business"”). Notwithstanding the foregoing, in the event of a termination of employment other than pursuant to Section 6(g) hereof, at the election of the Company, the Restricted Period may be extended to a period ending not later than the third anniversary of the Executive’s termination of employment; provided that during such extended period, the Company agrees that continues to pay the Executive may own the Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of such termination. Notwithstanding anything herein to the contrary, this Section 7(b) shall not prevent the Executive from acquiring as an investment securities representing not more than five three percent (3%) of the outstanding voting securities of any publicly traded publicly-held corporation. If the Company does not complete the acquisition of a substantial non-healthcare company during the first twelve (12) months of the Term of the Executive’s employment, then, in that is a Competing Business so long as event, the Company and the Executive does not otherwise participate in such Competing Business in any way prohibited by agree that the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company may elect to terminate its employment or arrangement with voluntarily resign from the Company, otherwise change its relationship with and, in such event, there shall not be any restrictions on the Company or establish any relationship with subsequent employment of the Executive or any in a competitive business outside of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activitieshealthcare staffing industry, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
this sub-paragraph (eb) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedapply.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Medical Staffing Network Holdings Inc), Employment Agreement (Medical Staffing Network Holdings Inc)
Non-Competition. The provisions of this Section 10 are in consideration for In order to fully protect the Company's promise Proprietary Information, at all times during the Restricted Period, the Executive shall not, directly or indirectly, perform or provide managerial or executive services on behalf of any person, entity or enterprise which is engaged in, or plans to engage in Section 7 the United States that directly or indirectly competes with the Company's Business (for this purpose, the "COMPANY'S BUSINESS" is the business of manufacturing or distribution of products related the Department of Transportation/Intelligent Traffic Systems); excluding any activities in the construction industry. During the Executive's employment with the Company, the Executive shall not, directly or indirectly, have any interest in any business that provides work related to continue to make appropriate Confidential Information available the Department of Transportation/Intelligent Traffic Systems in the United States (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive.
's ownership or acquisition, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent (a5%) The term of Non-Competition (herein so called) any class of capital stock of such corporation. For purposes of this Agreement the "RESTRICTED PERIOD" shall be for a term beginning on the effective date hereof and continuing until (i) period during which the first anniversary of Executive is employed by the Date of Termination Company and, if the Executive's employment is terminated by with the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is either terminated by the Company without Cause (and not due pursuant to Disability) or upon a Change of Control Section 5.4, or by the Executive for Good Reason.
(b) During Reason pursuant to Section 5.5c, and the term Company has paid to the Executive all of Non-Competitionamounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the Executive shall not one (other than for the benefit of the Company or its affiliates pursuant to this Agreement1) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month year period immediately prior to following the termination of the Executive's employment with the Company. EGPI acknowledges that the Factoring Transaction associated with Creative Capital Associates is a temporary bridge financing and EGPI is bound by the Stock Purchase Agreement to use its best efforts to obtain a traditional Line of Credit as soon as possible, as stipulated in any capacity which would the original Letter of Intent. EGPI agrees to use its best efforts to replace the temporary bridge financing within forty-five (i45) utilize days of closing with an option by EGPI to extend this deadline to January 31, 2010. In the Executive's services with respect to such business within any state event that EGPI does not obtain a traditional Line of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products Credit within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoingtimeline, the Company agrees that the Executive may own less than five percent terminate the Agreement, and the Non-Compete shall be null and void. If this clause is exercised by the Executive, it will not trigger any Clawback against the Promissory Note portion of the outstanding voting securities of any publicly traded company that is Cash Consideration or the Stock Consideration, or a Competing Business so long as claim against the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions Cash Consideration paid at Closing. Exercise of this Section 10, or option will also void any part thereof, payments due to be unreasonable because the Executive by EGPI under this Agreement. This option is only exercisable at the election of the duration or scope Executive after January 31, 2010. In addition, EGPI is required to obtain a commitment for funding of such provision$500,000 within twenty-one (21) days of closing. If the commitment has not been obtained in the 21 day period, such court shall by November 24, 2009, then by written demand by the majority of the Sellers the Employment Agreements including the Non-Compete will be null and void, and EGPI will have no claims against the power to reduce Cash Consideration paid except for any balances on the duration or scope of such provision Promissory Notes and to enforce such provision as so reducedthe Stock Consideration.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Egpi Firecreek, Inc.), Employment Agreement (Egpi Firecreek, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning EMG hereby covenants and agrees that it will not during the three year period ending on the effective date hereof and continuing until (i) the first third anniversary of the Date date of Termination if this Agreement (such period being referred to as the Executive's employment is terminated by "NON-COMPETE PERIOD") compete directly or indirectly with the Company for Cause in the business of developing database marketing software ("SOFTWARE") or due of providing systems integration services (such businesses being referred to Disability as "COMPANY BUSINESSES") anywhere in the United States or by Canada. Without limiting the Executive without Good Reasongenerality of the foregoing, EMG shall not during the Non-Compete Period (1) engage in or have any interest, directly or indirectly, as owner, partner, member, manager, sales representative, stockholder, capital investor, lender, lessor, renderer of consultation services or advice, either alone or in association with others, in Company Businesses, (2) solicit any Company employees to leave the employ of the Company, (3) solicit any Company employees to become employees of any other person or entity, or (ii4) the last day solicit any customer of the Severance Period if the Executive's employment is terminated by Company with respect to the Company without Cause Businesses. Notwithstanding the foregoing, EMG shall not be prohibited from holding legally or beneficially up to two percent (and not due 2%) of the outstanding shares of any series or class of securities of any person that engages in Company Businesses, which securities of such series or class are publicly traded in the securities markets. Nothing herein shall be deemed to Disabilityprohibit EMG from providing Consulting Services to third parties who are engaged in Company Businesses (such third parties being referred to as "COMPANY COMPETITORS") or upon a Change from providing Consulting Services to persons in association with Company Competitors that are selling to such persons Software or providing to such persons systems integration services, provided that EMG does not violate Section 4 below. The Company acknowledges that there may be some limited amount of Control or activity engaged in by EMG incidental to EMG providing Consulting Services that could be characterized as being part of the Executive for Good ReasonCompany Businesses, and that such activities of such scope shall not be prohibited by this Section 3(a).
(b) During The Company hereby covenants and agrees that it will not during the term of Non-CompetitionCompete Period compete directly or indirectly with EMG in the business of providing Consulting Services anywhere in the United States or Canada. Without limiting the generality of the foregoing, the Executive Company shall not during the Non-Compete Period (other than for the benefit of the Company 1) engage in or its affiliates pursuant to this Agreement) have any interest, directly or indirectly, render as owner, partner, member, manager, sales representative, stockholder, capital investor, lender, lessor, renderer of consultation services toor advice, assisteither alone or in association with others, participate in the affairs business of providing Consulting Services, (2) solicit any member or employee of EMG to withdraw as a member of, or otherwise be connected withleave the employ of, EMG, (3) solicit any of the members or employees of EMG to become employees of any other person or enterprise (other than the Company), which person or enterprise is engaged inentity, or is planning to engage in, and shall not personally engage in, (4) solicit any business that is in any respect competitive with the business customer of the Company, EMG with respect to any products the provision of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")Consulting Services. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five shall not be prohibited by this Agreement from holding legally or beneficially up to two percent (2%) of the outstanding voting shares of any series or class of securities of any person that engages in the business of providing Consulting Services, which securities of such series or class are publicly traded company in the securities markets. Nothing herein shall be deemed to prohibit the Company from selling Software or providing systems integration services to third parties who are engaged in the business of providing Consulting Services (such third parties being referred to as "EMG COMPETITORS") or from selling Software or providing systems integration services to persons in association with EMG Competitors that is a Competing Business so long as are providing Consulting Services to such persons. EMG acknowledges that there will necessarily be some limited amount of Consulting Services provided by the Executive does Company incidental to the Company Businesses, and that providing Consulting Services of such scope shall not otherwise participate in such Competing Business in any way be prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of foregoing this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced3(b).
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Consulting Agreement (Exchange Applications Inc), Consulting Agreement (Exchange Applications Inc)
Non-Competition. The provisions of this Section 10 are Except as otherwise provided in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in without the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business prior written consent of the Company, the Employee hereby covenants and agrees that at no time during the Employee’s employment with respect to any products Company and for a period of the Company that were within the Executive's management responsibility at any time within the twelve-month period one (1) year immediately prior to the following termination of the Executive's Employee’s employment with the Company, whether voluntary or involuntary, shall the Employee:
(a) directly or indirectly work for or engage in any capacity which would in any activities or provide strategic advice to Competitor Businesses. Competitor Businesses shall be defined as (i) utilize any business that is involved in the Executive's services with respect manufacture, sale, development of fabrications or manufacturing methods, or marketing of: athletic apparel or footwear (e.g., Reebok, Nike, Adidas); sporting goods; tactical (military and/or law enforcement) apparel; hunting and fishing apparel; mountain sports apparel; accessories of such industries; or any business substantially similar to such the present business within any state of the United StatesCompany or such other business activity in which the Company may substantially engage; and (ii) retail enterprises which sell products that compete with the Company’s products;
(b) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of the Company; or
(c) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or any substantially comparable political subdivision services competitive with the services, developed or marketed by Company. Written request for consent to be released from the Non-Competition provisions of any other country, wherein this Agreement may be submitted by the Employee to the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to following the termination of Employee’s employment and must include all available information described in Section 5 below. The Company will respond to the Executive's request for such consent within two (2) weeks of the request, except as provided in Section 5. In the Company’s sole discretion, it may release Employee from the Non-Competition provisions of this Agreement, or reduce the non-competition period from a period of one (1) year immediately following Employee’s termination to a shorter duration (“Non-Competition Period”). In the event the Company does not release the Employee from the Non-Competition provision, for the duration of the Non-Competition Period, the Company will pay Employee an amount equal to sixty percent (60%) of Employee’s base salary as of the date of the termination of Employee’s employment (“Non-Competition Payment”), in accordance with the Company’s customary pay practices in effect at the time each payment is made. The Non-Competition Payment shall be reduced by (a) the amount of any severance Employee receives from the Company; or and (iib) utilize the Executive's services amount of any salary received during the Non-Competition Period from employment in selling any products similar capacity with an entity that is not a Competitor Business to the extent that any such products salary exceeds forty percent (40%) of Employee’s base salary as of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the date of Employee’s termination of the Executive's from employment with the Company (a "Competing Business"annualized or pro-rated to correspond to the Non-Competition Period). Notwithstanding By way of example, assuming that the foregoingNon-Competition Period is six (6) months and that Employee’s base salary as of the termination date is $100,000, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business Non-Competition Payment would not be reduced pursuant to subsection (b) herein so long as any salary received during the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will Competition Period by Employee from an entity that is not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companya Competitor Business remained under $20,000.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Change in Control Severance Agreement (Under Armour, Inc.), Employee Confidentiality, Non Competition, and Non Solicitation Agreement (Under Armour, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for Without the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary prior written consent of the Date Board of Termination if Directors, during the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day period of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit engage in any employment, occupation, consulting or otherwise solicit other business activity in competition with the Company. Executive acknowledges and agrees that such conduct would violate the duty of loyalty owed by Executive to the Company. Employee agrees to promptly disclose to the Board of Directors, in writing, any business opportunities that are presented to him or induce any employee, customer, subscriber her in his or supplier her capacity as an employee of the Company which are of a similar nature to terminate its employment the Company’s current business or arrangement with business which, to Executive’s knowledge, the Company proposes to engage in. Executive further acknowledges and agrees that, during the course of performing services for the Company, otherwise change its relationship with the Company will furnish, disclose or make available to Executive confidential and proprietary information related to the Company’s business and that such confidential information has been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information could be used by Executive to harm the Company or establish any relationship with adversely impact its operations. Accordingly, the Executive or any of his affiliates for any business purpose deemed competitive with the business hereby agrees, in consideration of the Company.
’s agreement to hire Executive and to pay the Employee’s compensation for services rendered to the Company and in view of the position of trust to be held by Executive and the confidential nature and proprietary value of the information which the Company may share with Executive, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows: For a period of one (d1) The year following the expiration or termination of the Agreement (the “Restricted Term”), whether such termination is voluntary, involuntary or with or without cause, Executive shall not, without the prior written consent of the Company, for the Executive for his own account or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, solicit, divert or appropriate or attempt to solicit, divert or appropriate, for the purpose of providing services, any customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has targeted or developed during the Term. Executive further recognizes and acknowledges that the geographic boundariesspecified restrictions in this paragraph are reasonable, scope of prohibited activities, legitimate and time duration fair to Executive in light of the preceding paragraphs are reasonable Company’s need to market its services in nature and are no broader than are necessary a large geographic area in order to maintain have a sufficient customer base to make the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate Company’s business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisionsprofitable. If any court construes any of the provisions part of this Section 10, or any part thereof, section should be determined by a court of competent jurisdiction to be unreasonable because of the in duration or scope scope, then this section is intended to and shall extend only for such period of time, in such provision, area and with respect to such court shall have the power activity as is determined to reduce the duration or scope of such provision and to enforce such provision as so reducedbe reasonable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Executive Employment Agreement (Innovative Card Technologies Inc), Executive Employment Agreement (Innovative Card Technologies Inc)
Non-Competition. During the 24-month period that commences on the Termination Date and ends on the second anniversary of the Termination Date, the Executive shall not, without the prior consent of the Company, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or otherwise connected in any substantial manner with any business which directly or indirectly competes to a material extent with any line of business of the Company or its subsidiaries which was operated by the Company or its subsidiaries at the Termination Date; provided that nothing in this paragraph shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any corporation whose equity securities are regularly traded on a national securities exchange or in the "over-the-counter market". The provisions foregoing noncompetition restriction of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to 11(C) shall not apply following a Change of Control Event if (v) the Executive.
's employment has been terminated by the Company without Cause within two years following such Change in Control Event, (aw) The the Executive terminates his employment as the result of a Constructive Termination within two years following such Change in Control Event or (x) the Company elects, within two years following such Change in Control Event, not to extend the term of Non-Competition (herein so calledemployment. The foregoing noncompetition restriction of this Section 11(C) shall be for not apply following a term beginning on the effective date hereof and continuing until (iPotential Change in Control if: 1) the first anniversary of the Date of Termination if the Executive's employment is terminated by without Cause within two years following such Potential Change in Control, and such termination is at the request or direction of or pursuant to negotiations with a Person who has entered into an agreement with the Company for Cause or due to Disability or by the Executive without Good Reason, or (iiconsummation of which will constitute a Change in Control; 2) the last day of the Severance Period if the Executive's employment is terminated by through a Constructive Discharge without Cause within two years following such Potential Change in Control, and the circumstances or events which constitute the basis for Executive's claim of Constructive Discharge occur at the request or direction of, or pursuant to negotiations with, such Person, 3) the Company without Cause (and elects, within two years following such Potential Change in Control, not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During extend the term of Non-Competitionemployment, and such election was at the Executive shall not (other than for the benefit request or direction of the Company or its affiliates pursuant to this Agreementnegotiations with such Person; or 4) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment is terminated without Cause within two years following such Potential Change in Control and such termination is otherwise in connection with the Company, or in any capacity anticipation of a Change in Control which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseactually occurs.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Ikon Office Solutions Inc), Employment Agreement (Ikon Office Solutions Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof Employee hereby acknowledges and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by agrees that the Company for Cause or due to Disability or by the Executive without Good Reason, or actively engages in its Business (iias defined below) the last day throughout all of the Severance Period if the Executive's employment is terminated by the Company without Cause (North America and not due to Disability) or upon that as a Change of Control or by the Executive for Good Reason.
(b) During the term of Nonhigh-Competition, the Executive shall not (other than for the benefit level executive of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in with duties and responsibilities that are co-extensive with the affairs of, or otherwise be connected with, any person or enterprise (other than geographic scope of the Company)’s Business, which person or enterprise is engaged in, or is planning to engage inEmployee actively performed services for the Company throughout all of North America, and shall not personally engage inwas exposed to all of the Company’s trade secrets. Employee also acknowledges that the agreements and covenants contained herein are essential to protect the Business and goodwill of the Company because, if Employee enters into any business that is in any respect activities competitive with the business Business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior Employee will cause substantial harm to the termination of the Executive's employment with the Company. Accordingly, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company Employee agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
for twenty-four (c24) During the term of Non-Competitionmonths following his Separation Date, Executive Employee will not, and will not permit any of his affiliates to, directly or indirectly, recruit whether as a partner, officer, shareholder, advisor, consultant, employee or otherwise solicit otherwise, promote, participate in, become employed by, engage in any activity, or induce own any employeeinterest in, customerinvest in, subscriber lend to, manage, control, consult with or supplier render services to any or other business directly or indirectly, involving (i) the used and/or salvage vehicle redistribution business, (ii) the used and/or salvage vehicle auction business or (iii) the used vehicle dealer floor plan financing business (collectively, the “Business”) within the territory consisting of the Company continental United States, Canada and Mexico. Moreover, Employee agrees not to terminate its employment directly or arrangement indirectly act in any capacity that is in competition with the Company, otherwise change its relationship with the Company ’s Business and in which disclosure or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business use of the Company.
(d) The Executive acknowledges that ’s Confidential Information would facilitate or support the geographic boundaries, scope performance of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisionshis duties. If any court construes any of Employee fails to comply with the provisions of this Section 10Section, the Company may, in addition to pursuing all other remedies available to the Company under law or any part thereof, to be unreasonable because of the duration or scope in equity as a result of such provisionbreach, such court shall have the power to reduce the duration or scope pursue all remedies specified in Section 14 of such provision and to enforce such provision as so reducedthis Agreement.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Severance Agreement, Severance Agreement (KAR Auction Services, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition parties acknowledge that: (herein so called) shall be for a term beginning on the effective date hereof and continuing until (iA) the first anniversary services of Services PLLC and the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (Practice Physicians under this Agreement require special expertise and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate talent in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, provision of pathology services and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates Services PLLC and the confidentiality of their Confidential InformationPractice Physicians will have substantial contact with customers, suppliers, advertisers and to protect the other legitimate business interests patients of the Company and its affiliates; (B) pursuant to this Agreement, Services PLLC and the Practice Physicians will be placed in a position of trust and responsibility and will have access to a substantial amount of Proprietary Information (as defined below) and that the Company is placing Services PLLC and the Practice Physicians in such position and giving them access to such information in reliance upon Services PLLC’s and the Practice Physicians’ agreements set forth in this Article VI; (C) the Company has a legitimate interest in adequately protecting the goodwill of the Company; and (D) the Practice Physicians are capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. Accordingly, in consideration of the compensation and benefits being paid and to be paid by the Company to Services PLLC hereunder, Services PLLC agrees that, except for the services and duties that Services PLLC and the Practice Physicians perform for or on behalf of the Company pursuant to the terms of this Agreement, during the Restricted Period (as defined below), Services PLLC shall not, and shall use commercially reasonable efforts to cause the Practice Physicians not to, directly or indirectly:
(i) engage in the provision of pathology or clinical laboratory services, including, without limitation, related laboratory testing services, or manage, operate, maintain, control, serve as an advisor, employee or consultant for, or otherwise provide management, administrative or consulting services to, a pathology practice (collectively, the “Services”) within the Restricted Territory (as define below);
(ii) provide or otherwise facilitate the provision of the Services to or for any person or Entity, including but not limited to a hospital, ambulatory surgery center, medical group or physician, that has been a customer or client of the Company during the twenty-four (24) month period preceding the date hereof (each, a “Customer”); or
(iii) have any equity interest or other financial interest in any Entity that engages in the provision of the Services within the Restricted Territory or which provides the Services to or for any Customer.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(fb) As used in this Section 10Agreement, "Company" the term “Restricted Period” shall include Atrium Corporation mean, with respect to Services PLLC, at all times during the Initial Term or any Renewal Term and for a period of two (2) years following the date of the termination of this Agreement for any reason. With respect to any Practice Physician, the term “Restricted Period” shall have the meaning set forth in such Practice Physician’s employment agreement, if any. The term “Entity” shall mean any corporation, partnership, sole proprietorship, limited liability company, practice, business, company, or other entity. The term “Restricted Territory” shall mean, as of any measurement date, those counties in which the Company operates as of the Effective Date, together with those counties where the Company provided any of its direct or indirect subsidiariesthe Services during the twelve (12) month period preceding such measurement date.
Appears in 2 contracts
Samples: Services Agreement (Pathology Solutions, LLC), Services Agreement (Aurora Diagnostics, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for Employee agrees and acknowledges that, during the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause Restrictive Period, he or due to Disability or by the Executive without Good Reasonshe will not, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render for himself , or on behalf of others, as an individual on Employee’s own account, or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for him/herself or any other person, partnership, firm, corporation, association or other legal entity, enter into, engage in, accept employment from, or provide any services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage infor, any business that is in any respect competitive with the business Business of the Company, with respect to or engage in any products of the Company activity that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment is competitive with the Company, in any capacity the Restricted Area. The parties agree that this non-competition provision is intended to cover situations where a future business opportunity in which would (i) utilize the Executive's services with respect to such business within any state Employee is engaged or a future employer of the United States, Employee is selling the same or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such similar products within the twelve-month period immediately prior to the termination of the Executive's employment and services in a Business which may compete with the Company; or (ii) utilize the Executive's ’s products and services in selling any products similar to such products Customers and Prospective Customers of the Company to any person in the Restricted Area. This provision shall not cover future business opportunities or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination employers of the Executive's employment with Employee that sell different types of products or services in the Company (a "Competing Business")Restricted Area so long as such future business opportunities or employers are not in the Business of the Company. Notwithstanding the foregoingpreceding paragraphs, the spirit and intent of this non-competition clause is not to deny the Employee the ability to support his or her family, but rather to prevent the Employee from using the knowledge and experiences obtained from the Company agrees that in a similar competitive environment. Along those lines, should the Executive may own less than five percent Employee leave the employment of the outstanding voting securities of Employer for any publicly traded reason, he or she would be prohibited from joining a for-profit cancer testing genetics laboratory and/or company that is a Competing in the Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company in the Restricted Area. The Parties agree that all non-profit medical testing laboratories, hospitals and academic institutions as well as for-profit prenatal and pediatric/constitutional genetic testing laboratories are excluded from the restrictions in paragraph 8(b). In other words, the Employee would be allowed under this non-compete clause to terminate its employment work in any non-profit cancer genetics testing laboratory (e.g., in academia) as well as in a private, for-profit prenatal laboratory or arrangement with pediatric/constitutional genetics testing laboratory. Thus, the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, spirit and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion intent of this Section 10 non-competition clause is invalid or unenforceable, intended to prevent the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes Employee from acting in any of the provisions capacities outlined in this paragraph for any “for-profit” cancer genetics testing laboratories that do the type of this Section 10, any one or any part thereof, to be unreasonable because more of the duration or scope types of such provision, such court shall have testing defined in the power to reduce definition of Business in the duration or scope of such provision and to enforce such provision as so reducedRestricted Area.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Confidentiality, Non Solicitation and Non Compete Agreement, Confidentiality, Non Solicitation and Non Compete Agreement (Neogenomics Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) a. The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the ExecutiveEmployee's employment is terminated by the Company for Cause or due to Disability or by the Executive Employee without Good Reason, or (ii) the last day Date of the Severance Period Termination if the ExecutiveEmployee's employment is terminated by the Company without Cause (and not due to Disability) or by the Employee for Good Reason or (iii) the first anniversary of the last date of the Severance Period if the Employee's employment is terminated upon a Change of Control or by the Executive for Good Reasonin Control.
(b) b. During the term of Non-Competition, the Executive shall Employee will not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services toindividually or as an officer, assistdirector, participate in the affairs ofemployee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with capacity whatsoever engage in the business of the Companymanufacturing, with respect to marketing or distributing windows or doors or in any products of other business activity that the Company is conducting on the Date of Termination or has notified the Employee that were within the Executive's management responsibility at any time within the twelve-month period immediately prior it proposes to the termination of the Executive's employment with the Company, conduct in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company States (a "Competing Business"), hire, attempt to hire, or contact or solicit with respect to hiring any officer, employee or consultant of the Company or its affiliates, or divert or take away any customers or suppliers of the Company or its affiliates. Notwithstanding the foregoing, the Company agrees that the Executive Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive Employee does not otherwise participate in such Competing Business competing business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) c. The Executive Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) d. If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) e. As used in this Section 10, "Company" shall include Atrium Corporation Companies, Inc. and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Atrium Companies Inc), Employment Agreement (Atrium Companies Inc)
Non-Competition. The provisions of this Section 10 are It is recognized that in consideration for order to protect the Company's promise in Section 7 to continue to make appropriate ’s Confidential Information available to Information, as defined above, and the Executive.
(a) The term Company’s valuable relationships with customers, vendors, employees and others, that a limited covenant restricting competition within the Company’s niche market following any termination of Non-Competition (herein so called) shall be employment is necessary. Consequently, for a term beginning on period of one (1) year following termination of Employee’s employment with the effective date hereof and continuing until Company for any reason, Employee shall not, except with Company’s express prior written consent:
(i) the first anniversary Solicit any employee, salesman, agent, or representative of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit that Employee supervised and/or had contact with on behalf of the Company or its affiliates pursuant to this Agreement) directly or indirectlyabout whom Employee gained confidential information, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately one year prior to the termination of the Executive's Employee’s employment with the Company, in any manner which interferes or might interfere with such person’s relationship with Company. This provision is not intended and shall not be construed to foreclose or burden the employment of any such employee who pursues or accepts such employment without any solicitation prohibited by this provision.
(ii) Work for (or consult to) any competitor of the Company, including one in which the Employee has an ownership interest, in any management capacity or in any other capacity in which Employee’s knowledge of Company’s customer relationships and other Confidential Information would (i) utilize be a value to the Executive's services Employee in competing against the Company, and in which management capacity or other such capacity the Employee has duties or responsibilities, including management oversight, with respect to or involving any pharmacy located in any portion of the Territory, defined below. “Territory” shall mean anywhere that is within 20 miles of any pharmacy operated by the Company unless the primary focus of such competitor's business within any state is to provide specialty pharmacy services to physicians and patients in the treatment of chronic pain and in such case "Territory" shall mean anywhere in the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees Employee acknowledges that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will notConfidential Information which Employee has had access to, and will not permit any of his affiliates continue to have access to, directly would be of value to Employee in competing against or indirectly, recruit or otherwise solicit or induce assisting a competitor in competing against any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with pharmacy operated by the Company. Employee acknowledges, otherwise change its relationship with therefore, that the geographic scope of this restriction is reasonably necessary to protect the Company’s legitimate business interest in protecting against Employee using the Company’s Confidential Information to compete against the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of assist a competitor in competing against the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Assured Pharmacy, Inc.), Employment Agreement (Assured Pharmacy, Inc.)
Non-Competition. The provisions of this Section 10 are Executive acknowledges that in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's ’s employment with the Company (a "Competing Business")the Executive will have access to Confidential Information which, if disclosed, would assist in competition against the Company and that the Executive will also generate goodwill for the Company in the course of the Executive’s employment. Notwithstanding the foregoingTherefore, the Company Executive agrees that the Executive may own less than five percent following restrictions on the Executive’s activities during and after the Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the outstanding voting securities of any publicly traded company that is a Competing Business so long as Company:
(i) While the Executive does not otherwise participate in such Competing Business in any way prohibited is employed by the preceding clause.
(c) During Company the term of Non-Competition, Executive will shall not, and will not permit any of his affiliates to, directly or indirectly, recruit whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise solicit or induce any employee(collectively, customera “Competitive Role”), subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship actively compete with the Company or establish any relationship of its subsidiaries or undertake any planning for any business that is Competitive (as defined below) with the Company or its subsidiaries.
(ii) The Executive agrees that during the Non-Competition Period, and during the twelve (12) months immediately following the voluntary termination of the Executive’s employment or during six (6) months following an involuntary termination of the Executive’s employment, the Executive will not, directly or through any other Person, (A) hire any employee of the Company or any of his affiliates for its subsidiaries or seek to persuade any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill employee of the Company and or any of its affiliates and the confidentiality of their Confidential Informationsubsidiaries to discontinue employment, and to protect the other legitimate business interests (B) solicit or encourage any customer of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct subsidiaries or indirect subsidiariesindependent contractor providing services to the Company or any of its subsidiaries to terminate or diminish its relationship with them or (C) seek to persuade any customer or active prospective customer of the Company or any of its subsidiaries to conduct with anyone else any business or activity that such customer or prospective customer conducts or could reasonably be expected to conduct with the Company or any of its subsidiaries at that time.
Appears in 2 contracts
Samples: Employment Agreement (SolarWinds, Inc.), Employment Agreement (SolarWinds, Inc.)
Non-Competition. The provisions A. In consideration of this Section 10 are the remuneration and benefits given by the Company hereunder and in consideration view of Executive’s position in the Company that would enable him/her to get access to trade secrets and other Confidential Information, Executive hereby explicitly agrees and commits for the period of his employment with the Company and for a period of twelve months following his termination of employment with the Company's promise , as follows:
(i) That he/she shall not attempt in Section 7 any manner to continue solicit from any of the Company’s clients business of the type performed by the Company, or to make appropriate Confidential Information available persuade any clients to cease business, to reduce the amount of business which a client has customarily done or contemplates doing with the Company, or any of its subsidiary companies, whether or not the relationship with the Company and such client was originally established in whole or in part through Executive’s efforts; and
(ii) That he/she shall not attempt to employ or assist anyone else to employ, any person who is/has been employed by the Company (or any of its affiliates and subsidiary companies) within the six months period prior to the Executive’s separation from service with the Company.
B. The Executive shall not, at any time during the period of his employment with the Company and for a period of twelve months following his termination of employment with the Company, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (awhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) The term that engages in any business which competes with any portion of Non-Competition the Business (herein so calledas defined below) of the Company anywhere in the world. Notwithstanding the previous sentence, the twelve month period in the previous sentence shall be for substituted with a term beginning on twenty four month period in the effective date hereof and continuing until event the Executive’s employment with the Company ends within the twelve month period following a Change in Control. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as the Executive has no active participation in the business of such entity. As used in this Section 4.1, (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by term “Company” shall include the Company for Cause or due to Disability or by the Executive without Good Reasonand its subsidiaries, or and (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive “Business” shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with mean the business of the Company, with respect to any products of as such business may be expanded or altered by the Company that were within during the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's ’s employment with the Company.
C. Executive agrees that should he/she violate these covenants, in any capacity which would (i) utilize damages to the Executive's services with respect Company will be difficult to such business within any state enforce. In recognition of the United Statesloss that a breach would cause, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company Executive agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company applicable restrictive period shall be extended so that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Companyenjoys a complete, otherwise change its relationship with the Company or establish any relationship with the contiguous restrictive period during which Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companyhas honored this Confidentiality Addendum.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Healthextras Inc), Employment Agreement (Healthextras Inc)
Non-Competition. The provisions Executive acknowledges that by virtue of this Section 10 are Executive’s position with Employer and in consideration for the Company's promise course of Executive performing Executive’s duties and responsibilities hereunder, Executive will form relationships and become specifically and generally acquainted with Employer’s, Project’s, and Owner’s (collectively the “Employer’s Group”) confidential and proprietary information as further described in Section 7 11(b) below. Executive further acknowledges that such relationships and information are and will remain highly valuable to continue Employer’s Group and that the restrictions on future employment, if any, are reasonably necessary in order for Employer’s Group to make appropriate Confidential Information available remain competitive in the highly competitive resort-gaming industry. In recognition of Employer Group’s heightened need for protection from abuse of relationships formed or information garnered before and during Executive’s employment hereunder, Executive covenants and agrees that:
(i) If (A) Employer terminates Executive’s employment during the Specified Term without “Cause” (defined below) or (B) Executive terminates his employment during the Specified Term for “Good Reason” (defined below), Executive shall be entitled to receive those amounts enumerated in Section 15 below and Executive acknowledges, covenants, and agrees that for a one (1) year period immediately following the Executivetermination, Executive shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a “Competitor” (defined below) anywhere within a 100 mile radius of the Project.
(aii) The term If Executive remains employed by Employer after the expiration of Nonthe Specified Term and, as such, is employed by Employer at-Competition (herein so called) will in accordance with Section 2 above, Executive shall be entitled to receive those amounts, if any, enumerated in Section 19 below, and Executive acknowledges, covenants, and agrees that, for a term beginning on six (6) month period immediately following the effective date hereof and continuing until (i) the first anniversary applicable termination, Executive shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Date Project.
(iii) If Employer terminates Executive’s employment for Cause, or Executive terminates his Employment before the end of Termination if the Executive's employment is terminated by the Company Specified Term other than for Cause or due to Disability or by the Executive without Good Reason, Executive acknowledges, covenants, and agrees that, for a six (6) month period immediately following the applicable termination, he shall not directly or indirectly or in any manner or method be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in a Competitor anywhere within a 100 mile radius of the Project.
(iv) Notwithstanding the obligations enumerated herein, it shall not be a violation of any obligation owed by Employee during the restrictive periods identified in Sections 11(a)(i), (ii) or (iii) for Executive (or anyone one acting on Executive’s behalf) to own up to five percent (5%) of a publically traded entity engaged in the last day hotel-resort or hotel-resort-gaming industry so long as such ownership does not result in Executive having any operational or management role of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasonany kind in such industry.
(bv) During the term The covenants under this Section 11(a) also includes, but are not limited to, Executive’s covenant not to:
A. Make known to any Competitor or officer, director, executive, employee or agent of Non-Competitiona Competitor, the names, addresses, contact information or any other information pertaining to any advertisers, suppliers, vendors, independent contractors, brokers, partners, patrons, executives or customers (collectively the “Business Contacts”) of the Employer’s Group or prospective Business Contacts of the Employer’s Group on whom Executive shall not (other than called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive’s own benefit or for any Competitor, unless such information is disclosed for the direct or indirect benefit of the Company or its affiliates pursuant Employer;
B. Call on, solicit, induce to this Agreement) directly or indirectly, render services to, assist, participate in the affairs ofleave and/or take away, or otherwise be connected withattempt to call on, solicit, induce to leave and/or take away, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business Business Contacts of the Company, with respect to any products Employer’s Group or prospective Business Contacts of the Company that were within the Employer’s Group on whom Executive called or with whom Executive did business or attempted to do business during his employment for Employer either for Executive's management responsibility at ’s own benefit or for any time within the twelve-month period immediately prior to the termination Competitor;
C. Approach, solicit, contract with or hire any current advertiser, supplier, vendor, independent contractor, broker or employee of the Executive's employment Employer’s Group with the Company, in any capacity which would (i) utilize the Executive's services with respect a view towards enticing such person to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change cease his/her/its relationship with the Company Employer’s Group or establish any relationship end his/her employment with the Executive or any Employer’s Group, without the prior written consent of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundariesEmployer, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, such consent to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision within Employer’s sole and to enforce such provision as so reducedabsolute discretion.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Nevada Property 1 LLC), Employment Agreement (Nevada Property 1 LLC)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be In order to protect the Company’s Proprietary Information and goodwill, during Employee’s employment and for a term beginning on the effective date hereof and continuing until period of (i) one (1) year following the first anniversary date of the cessation of Employee’s employment with the Company (the “Last Date of Termination if the Executive's employment is terminated by Employment”) or such shorter period as the Company for Cause or due designates in writing to Disability or by Employee (which designation must be made no later than the Executive without Good Reasondate any waiver must be made under Section 5(b)(iii)), or (ii) two (2) years following the last day Last Date of the Severance Period Employment if the Executive's employment is terminated by Employee breaches his fiduciary duty to the Company without Cause or if Employee has unlawfully taken, physically or electronically, property belonging to the Company (and in either case, the “Restricted Period”), Employee shall not due directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, anywhere in the world, engage or otherwise participate in any business that develops, manufactures or markets any products, performs any services, or conducts any research focused on using T-cell therapy to Disability) address viruses or upon a Change of Control or by virus-related diseases (the Executive for Good Reason“Noncompetition Restriction”).
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Noncompetition Restrictions shall not apply: (i) if the Company agrees that terminates Employee’s employment without “cause” (within the Executive may own less than five percent meaning of Mass. Gen. Laws Xxxxxxx 000, Xxx 00X (x)); (ii) if the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited Employee has been laid off by the preceding clauseCompany; (iii) if the Company waives the Noncompetition Restriction; or (iv) to Employee’s activities on behalf of ElevateBio Management, Inc., or its subsidiaries and affiliates.
(c) During In the term of event that the Non-CompetitionCompetition Restriction applies to Employee, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier the Company shall make garden leave payments to Employee for the post-employment portion of the Company Restricted Period (but for not more than 12 months following the end of Employee’s employment) at the rate of 50% of the highest annualized base salary paid to terminate its employment or arrangement with the Company, otherwise change its relationship with Employee by the Company or establish any relationship with within the Executive or any two-year period preceding the last day of his affiliates for any business purpose deemed competitive with Employee’s employment (the business of the Company.
(d) The Executive “Garden Leave Pay”). Employee acknowledges and agrees that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of Garden Leave Pay is consideration mutually agreed upon by the Company and its affiliates and the confidentiality of their Confidential InformationEmployee, and in exchange for Employee’s agreement to protect the other legitimate business interests of Noncompetition Restriction. Employee further acknowledges and agrees that any Garden Leave Pay he receives pursuant to this Agreement shall reduce (and shall not be in addition to) any severance or separation pay that Employee is otherwise entitled to receive from the Company and its affiliatespursuant to any agreement, plan or otherwise.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Executive Employment Agreement (Allovir, Inc.), Executive Employment Agreement (Allovir, Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the ExecutiveEmployee's employment is terminated by the Company for Cause or due to Disability or by the Executive Employee without Good Reason, or (ii) the last day of the Severance Period if the ExecutiveEmployee's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive Employee for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the ExecutiveEmployee's management responsibility at any time within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company, in any capacity which would (i) utilize the ExecutiveEmployee's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company; or (ii) utilize the ExecutiveEmployee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive Employee does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive Employee will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Employee or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Atrium Corp), Employment Agreement (Atrium Corp)
Non-Competition. The a. Except as permitted by this Section 2, for a period of [***], Seller shall not, and shall cause the GEHC Controlled Subsidiaries not to, engage in the Restricted Activities in the United States, Canada, Portugal, Spain, France, Italy, Germany, the United Kingdom, Ireland, Norway, Sweden, Finland, Netherlands, Belgium, Luxembourg, Switzerland and Austria, without obtaining Buyer's prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).
b. Notwithstanding the provisions of, and without implicitly agreeing that the following activities would be subject to the provisions of Section 2(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any of its Affiliates (whether a GEHC Controlled Subsidiary or otherwise) from engaging in any manner in any (i) Existing Business Activities, (ii) De Minimis Business or (iii) business activity that would otherwise violate Section 2(a) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by a GEHC Controlled Subsidiary, in each case after the Closing Date (an “After-Acquired Company”); provided, that with respect to clause (iii), so long as (A) [***] after the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, the applicable GEHC Controlled Subsidiary signs a definitive agreement to divest, and subsequently divests the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company, or (B) at the expiration of such [***], the business of the After-Acquired Business or the After-Acquired Company complies with this Section 2(b) (without reference to clause (iii) of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive2(b)).
(a) The term of Non-Competition (herein so called) c. This Section 2 shall cease to be for applicable to any Person at such time as it is no longer a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage inGEHC Controlled Subsidiary, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect apply to any products of the Company Person that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Companypurchases assets, in any capacity which would (i) utilize the Executive's services with respect to operations or a business from a GEHC Controlled Subsidiary, if such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, Person is not a GEHC Controlled Subsidiary after such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that transaction is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseconsummated.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc)
Non-Competition. The provisions From the Effective Date through, and continuing thereafter until the later of (i) the end of the first year in which Company owes no royalties pursuant to Section 4 above and (ii) the termination of this Section 10 are Agreement, Physician agrees not to (and Physician agrees to cause its officers and members not to), in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.any manner directly or indirectly:
(a) The term engage (whether as principal, agent, investor, distributor, representative, stockholder, or consultant or otherwise, with or without pay) in any consulting, product development or similar activity or business venture anywhere in the world related to a product that, in the reasonable discretion of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary Company, is similar to or competitive with any of the Date Royalty Products or any other product of Termination if Company or its Affiliates; for the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonavoidance of doubt, or (ii) the last day products resulting from Physician’s rendition of any of the Severance Period if design services under the Executive's employment is terminated by [***] described in Exhibit C hereto shall not be deemed competitive for the Company without Cause (and not due to Disability) or upon a Change purposes of Control or by the Executive for Good Reason.this Section 5.1; or
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the solicit or entice or endeavor to solicit or entice away from Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person who was a director, officer, employee, agent or enterprise (other than physician of Company, either on Physician’s or Physician’s own account or for any third party, whether or not such person would commit any breach of his/her contract of employment by reason of leaving the service of Company), which person or enterprise is engaged in, or is planning to engage in, and shall each Physician agrees not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates toemploy, directly or indirectly, recruit any person who was a director, officer or employee of Company or who by reason of such position at any time is [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. or may be likely to be in possession of any Confidential Information relating to Company; or (c) take any action or make any statement the effect of which would be, directly or indirectly, to impair the good will of Company or the business reputation or good name of Company, or be otherwise solicit detrimental to Company, including any action or induce statement intended, directly or indirectly, to benefit a competitor of Company. The Parties agree that if, in any employeeproceeding, customerthe court or other authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, subscriber or supplier any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard Parties to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmaximum extent permitted by law.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Development Agreement (MAKO Surgical Corp.), Development Agreement (MAKO Surgical Corp.)
Non-Competition. (A) The provisions Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Section 10 are Agreement and, unless such termination is by the Employee pursuant to 7(A)(iii) below, for a period of nine (9) months from the date of termination of his employment hereunder, he shall not in consideration any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"), enter into or engage in any business engaged in the development or commercialization of products directly competitive with products of the Corporation, including products under development by the Corporation, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director or shareholder of a Person operating or intending to operate in the Companyareas of therapeutics for inflammatory bowel disease, or the treatment of diseases by drugs which act through the modulation of superoxide dismutase, or cell therapy for liver diseases, or any additional areas of research or other business in which the Corporation is engaged, within the geographic area of the Corporation's promise business. This Paragraph 5(A) shall not be construed to prohibit the ownership by Employee of not more than 1% of the capital stock of any corporation engaged in Section 7 to continue to make appropriate Confidential Information available any of the foregoing businesses which has a class of securities registered pursuant to the ExecutiveSecurities Exchange Act of 1934.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(bB) During the term of Non-Competitionthis Agreement and for nine (9) months thereafter, the Executive Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise without the prior written consent of the Corporation, solicit or induce any employee, customer, subscriber or supplier employee of the Company Corporation or any affiliate to terminate its leave the employ of the Corporation or any affiliate or hire for any purpose any employee of the Corporation or any affiliate or any employee who has left the employment of the Corporation or arrangement any affiliate within six months of the termination of said employee's employment with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.Corporation; or
(dC) The Executive acknowledges In the event that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If Employee breaches any court determines that any portion provisions of this Section 10 5 or there is invalid or unenforceablea threatened breach, then, in addition to any other rights which the Corporation may have, the remainder of this Section 10 shall not thereby be affected and Corporation shall be given full effect without regard entitled to seek injunctive relief to enforce the invalid provisionsrestrictions contained herein. If any court construes any of In the event that an actual proceeding is brought in equity to enforce the provisions of this Section 105, or the Corporation shall not be prevented from seeking any part thereof, to other remedies which may be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedavailable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Incara Pharmaceuticals Corp), Employment Agreement (Incara Pharmaceuticals Corp)
Non-Competition. The provisions of this Section 10 are in consideration for Grantee acknowledges and recognizes the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary highly competitive nature of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit business of the Company and accordingly agrees that while Grantee is an employee of the Company and for the [one year for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (whether voluntary or its affiliates pursuant to this Agreementinvoluntary) directly or indirectly(the “Restricted Period”), render services tothe Grantee shall not, assistas an employee, participate in the affairs ofindependent contractor, consultant, or otherwise be connected within any other form, prepare to provide or provide any person of the same or enterprise similar services that Grantee performed during his/her employment with (or service to) Company for any other than the Company)individual, which person or enterprise is engaged inpartnership, limited liability company, corporation, independent practice association, management services organization, or is planning to engage inany other entity (collectively, and shall not personally engage in, any business “Person”) that is competes in any respect competitive way with the area of business of the Company, or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the above, preparing to provide any of the same or similar services includes, but is not limited to, planning with respect any Person on how best to compete with Company or any products of its subsidiaries or affiliates, or discussing Company’s, or any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. The Grantee further agrees that during Restricted Period, Grantee shall not own, manage, control, operate, invest in, acquire an interest in, or otherwise engage in, act for, or act on behalf of any Person (other than Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with Company where such activity is similar to or competitive with the activities carried on by Company or any of its subsidiaries or affiliates. The Grantee acknowledges that during the Restricted Period, the Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its subsidiaries or affiliates that were within the Executive's management responsibility at any time within the twelve-month period immediately prior are different from and in addition to the termination areas in which Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a result, the Executive's employment with the CompanyGrantee agrees he/she shall not own, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statesmanage, control, operate, invest in, acquire an interest in, or otherwise act for, act on behalf, or provide the same or similar services to, any substantially comparable political subdivision Person that engages in the Additional Protected Areas of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company The Grantee acknowledges and agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, geographical limitations and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of this covenant not to compete are reasonable. To the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines extent that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 1010(a) conflict with any other agreement signed by Grantee relating to non-competition, or any part thereof, to be unreasonable because the provisions that are most protective of the duration or scope of such provisionCompany’s, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct subsidiaries’ or indirect subsidiariesaffiliates’, interests shall govern.
Appears in 2 contracts
Samples: Cash Performance Award Agreement (Davita Healthcare Partners Inc.), Cash Performance Award Agreement (Davita Healthcare Partners Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available Employee acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof businesses, operations, plans and continuing until (i) the first anniversary strategies of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During its subsidiaries. Employee hereby covenants and agrees that during the term of Non-Competitionthis Agreement and for a period of one year thereafter, he will not directly or indirectly compete with the Executive shall not (other than for the benefit business of the Company or its affiliates pursuant to subsidiaries. For purposes of this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive term “compete with the business of the CompanyCompany and its subsidiaries” shall include Employee’s participation in any operations whose primary business competes with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to Employee and with respect to any products which Employee devoted time as part of his employment hereunder on behalf of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior or one or more of its subsidiaries, including but not limited to the termination business of the Executive's employment with the Companydry cleaning, whether such participation is individually or as an officer, director, joint venturer, agent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any capacity which would (i) utilize the Executive's services individual, corporation, association, partnership, joint venture or other business entity so engaged. This non-competition covenant shall be applicable with respect to such business within any state of the United States, or any substantially comparable political subdivision of States and Canada and any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment country in which Employee would be competing with the Company; or (ii) utilize the Executive's services in selling any products similar to such products business of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")its subsidiaries as set forth in this Section 10. Notwithstanding the foregoing, the Company acknowledges and agrees that the Executive may own less than five percent Employee’s activities described in Schedule 10 hereto shall not constitute a breach of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, this Section 10. Employee and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates agree that a monetary remedy for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion a breach of this Section 10 or of Section 11 below will be inadequate and will be impracticable and extremely difficult to prove, and further agree that such a breach would cause the Company irreparable harm, and that the Company shall be entitled to specific performance and/or temporary and permanent injunctive relief without the necessity of proving actual damages. Employee agrees that the Company shall be entitled to such specific performance and/or injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is invalid hereby waived by Employee and Employee acknowledges that in the absence of such a waiver, a bond or unenforceableundertaking may be required by the court. In the event of litigation to enforce this covenant, the remainder of courts are hereby specifically authorized to reform this Section 10 shall not thereby be affected covenant as and shall be given full effect without regard to the invalid provisionsextent, but only to such extent, necessary in order to give full force and effect hereto to the maximum degree permitted by law. If any court construes any of the provisions Employee also agrees that if Employee is in breach of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedCompany may cease all payments required under this Agreement.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Mens Wearhouse Inc), Employment Agreement (Mens Wearhouse Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary and that, by reason of his employment hereunder, Executive will acquire confidential information and trade secrets concerning the operation of the Company. Accordingly, for all purposes hereunder or in respect hereof, Executive agrees that during the term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof his employment hereunder and continuing until (i) in the first anniversary event of the Date a termination of Termination if the Executive's employment is terminated by the Company for with Cause or due to Disability or by the Executive without Executive's voluntary termination of employment (other than for Good Reason), or for a period of eighteen months following such termination of employment and (ii) in the last day event of the Severance Period if the a termination of Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term , for a period of Non-Competitionone year following such termination of employment, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) will not, directly or indirectly, render services toas an officer, assistdirector, participate stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged, in any geographical area in which the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise Company is engaged induring the term of his employment or at the date of his termination of employment, or is planning to engage in, and shall not personally engage in, any business in a "Competitive Business" with that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within at such time. A Competitive Business shall mean any business which derives 30% or more of its revenue directly or indirectly from the sale of fine jewelry. Executive's management responsibility at any time within the twelve-month period immediately prior to the termination ownership, directly or indirectly, of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less not more than five percent of the issued and outstanding voting securities stock of any publicly corporation, the shares of which are regularly traded company that is on a Competing Business so long as national securities exchange or in the Executive does over-the-counter market, shall not otherwise participate in such Competing Business in any way prohibited event be deemed to be a violation of the provisions of this Section 11 and the ownership of securities by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company shall not be deemed to terminate its employment or arrangement with be a violation of this Section 11. For purposes of this Section 11 the term "Company" shall also mean any affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, otherwise change its relationship with the Company or establish any relationship with the Executive as amended, or any of his affiliates for any business purpose deemed competitive with the business successor rule) of the Company.
(db) The Executive acknowledges agrees, during the periods set forth in paragraph (a), that he shall not, on behalf of himself or any business he is interested in or associated with, employ or otherwise engage, or seek to employ or engage, any individual employed by the geographic boundaries, scope of prohibited activities, and Company at any time duration of during the preceding paragraphs are reasonable twelve months, or solicit any business in nature and are no broader than are necessary to maintain the goodwill of fine jewelry field from any person the Company and its affiliates and the confidentiality of their Confidential Informationwas doing business with at any time during his employment hereunder, and to protect the other legitimate business interests of including without limitation any lessor from which the Company and its affiliatesleases or leased a department or departments.
(ec) If any court determines It is expressly understood and agreed that any portion of although Executive and the Company consider the restrictions contained in this Section 10 11 to be reasonable, if a final judicial determination is invalid made by a court of competent jurisdiction that the time or unenforceableterritory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or any part thereof, indicate to be unreasonable because enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedother restrictions contained herein.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Finlay Fine Jewelry Corp), Employment Agreement (Finlay Enterprises Inc /De)
Non-Competition. The provisions of this Section 10 are in consideration for Employee agrees and acknowledges that, during the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause Restrictive Period, he or due to Disability or by the Executive without Good Reasonshe will not, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render for himself , or on behalf of others, as an individual on Employee’s own account, or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for him/herself or any other person, partnership, firm, corporation, association or other legal entity, enter into, engage in, accept employment from, or provide any services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage infor, any business that is in any respect competitive with the business Business of the Company, with respect to or engage in any products of the Company activity that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment is competitive with the Company, in any capacity the Restricted Area. The parties agree that this non-competition provision is intended to cover situations where a future business opportunity in which would (i) utilize the Executive's services with respect to such business within any state Employee is engaged or a future employer of the United States, Employee is selling the same or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such similar products within the twelve-month period immediately prior to the termination of the Executive's employment and services in a Business which may compete with the Company; or (ii) utilize the Executive's ’s products and services in selling any products similar to such products Customers and Prospective Customers of the Company to any person in the Restricted Area. This provision shall not cover future business opportunities or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination employers of the Executive's employment with Employee that sell different types of products or services in the Company (a "Competing Business")Restricted Area so long as such future business opportunities or employers are not in the Business of the Company. Notwithstanding the foregoingpreceding paragraphs, the spirit and intent of this non-competition clause is not to deny the Employee the ability to support his or her family, but rather to prevent the Employee from using the knowledge and experiences obtained from the Company agrees that in a similar competitive environment. Along those lines, should the Executive may own less than five percent Employee leave the employment of the outstanding voting securities of Employer for any publicly traded reason, he or she would be prohibited from joining a for-profit cancer testing genetics laboratory and/or company that is a Competing in the Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company in the Restricted Area. The Parties agree that all non-profit medical testing laboratories, hospitals and academic institutions as well as for-profit prenatal and pediatric/constitutional genetic testing laboratories EMPLOYEE’S INITIALS /s/ SR are excluded from the restrictions in paragraph 8(b). In other words, the Employee would be allowed under this non-compete clause to terminate its employment work in any non-profit cancer genetics testing laboratory (e.g., in academia) as well as in a private, for-profit prenatal laboratory or arrangement with pediatric/constitutional genetics testing laboratory. Thus, the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, spirit and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion intent of this Section 10 non-competition clause is invalid or unenforceable, intended to prevent the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes Employee from acting in any of the provisions capacities outlined in this paragraph for any “for-profit” cancer genetics testing laboratories that do the type of this Section 10, any one or any part thereof, to be unreasonable because more of the duration or scope types of such provision, such court shall have testing defined in the power to reduce definition of Business in the duration or scope of such provision and to enforce such provision as so reducedRestricted Area.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Confidentiality, Non Solicitation and Non Compete Agreement, Confidentiality, Non Solicitation and Non Compete Agreement (Neogenomics Inc)
Non-Competition. The provisions You acknowledge and agree that that the Company is engaged in a highly competitive and global business, and that by virtue of this Section 10 are the senior executive position you held with the Company, and your knowledge of and access to trade secrets and other confidential information belonging to the Company, engaging in a business which is directly competitive with the Company will cause it great and irreparable harm. Accordingly, and in consideration for the substantial payments to be made to you under this Agreement, you agree that, except with prior written permission of the Company's promise , you shall not, during the Notice Period and for a period of one (1) year following the Departure Date, directly or indirectly (individually or on behalf of other persons) own, manage, operate, engage in, or control, or be employed in Section 7 to continue to make appropriate Confidential Information available a capacity similar to the Executive.
(a) The term positions you held with the Company, or render consulting or other services to, any person, firm or corporation engaged in the insurance or reinsurance business or any other business in which the Company is, or has announced an intention to become, engaged in at any time during your employment with the Company. In recognition of Non-Competition (herein so called) the global nature of the Company’s business which includes the sale of its products and services globally, this restriction shall apply in Bermuda, Zurich, Switzerland and throughout the United States of America. Nothing contained in this Section 9 shall be for a term beginning on the effective date hereof and continuing until deemed to prohibit you from (i) the first anniversary acquiring, solely as a passive investment, no more than 5% of the Date total outstanding securities of Termination if any publicly-held corporation except with prior written permission of the Executive's employment is terminated Company. You acknowledge and agree that, in light of the substantial payments being made to you pursuant to this Agreement, strict compliance with this Section 10 will not interfere with your livelihood. In the event of a breach by the Company for Cause or you of this Section 9, you agree that (i) any payments otherwise due to Disability or by the Executive without Good Reasonyou under this Agreement which have not yet been paid will be forfeited, or and (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power right to reduce demand and you shall have the duration or scope obligation to pay back to the Company a pro-rata portion of the sums already paid to you under this Agreement as set forth in Section 5(a) hereof (where such pro-rata portion is determined by multiplying the sums already paid to you by a fraction where the numerator is the number of days remaining on the one year restriction set forth above at the time of such provision breach and to enforce such provision as so reducedthe denominator is 365).
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Separation Agreement (Axis Capital Holdings LTD), Separation Agreement (Axis Capital Holdings LTD)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that during the term of Non-Competition employment of the Employee under this Employment Agreement, and during a period of one (herein so called1) shall be for a term beginning on year after termination of employment of the effective date hereof Employee under this Employment Agreement without regard to the cause of termination of employment and continuing until whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the first anniversary of the Date of Termination if the Executive's employment Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is terminated competitive with any business or activity conducted by the Company for Cause or due to Disability or by the Executive without Good Reason, or Corporation; (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than work for the benefit of the Company or its affiliates pursuant to this Agreement) employ, directly or indirectly, render services to, assist, participate in the affairs of, or otherwise cause to be connected withemployed by another, any person who was an employee officer or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business agent of the Company, with respect to Corporation or of any products of the Company that were within the Executive's management responsibility its subsidiaries at any time within the twelve-month during a period immediately of twelve (12) months prior to the termination of the Executive's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give sell or lease any goods or services competitive with the Company, in any capacity which would (i) utilize the Executive's goods or services with respect to such business within any state of the United StatesCorporation or its subsidiaries to any person, partnership, corporation or any substantially comparable political subdivision of any other country, wherein entity who purchased goods or services from the Company sold Corporation or actively attempted to sell, such products its subsidiaries within the twelve-month period immediately prior to one (1) year before the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to Employee under this Employment Agreement; (iv) the Employee shall not have any person financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any corporation partnership or other entity to which is competitive with any business or activity conducted by the Company sold or actively attempted to sell such products within Corporation.
(b) The Corporation and the twelve-month period immediately prior to Employee agree that the termination services of the Executive's employment with Employee are of a personal, special, unique and extraordinary character, and cannot be replaced by the Company (a "Competing Business"). Notwithstanding the foregoingCorporation without great difficulty, the Company agrees and that the Executive may own less than five percent violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the outstanding voting securities Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited Employee under this Section (10) may be enforced by the preceding clauseCorporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.
(c) During In the term event that this Section (10) shall be determined by any court of Non-Competition, Executive will not, and will not permit any competent jurisdiction to be unenforceable by reason of his affiliates to, directly its extending for too long a period of time or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier over too great a range of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and it shall be given full effect without regard interpreted to extend only over the invalid provisions. If any court construes any maximum period of the provisions time or range of this Section 10, or any part thereof, activities as to which it may be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedenforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (MKS Instruments Inc), Employment Agreement (MKS Instruments Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Without limiting the provisions of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof Sections 4.01. 4.02 and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in4.04, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect as a further inducement to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person enter into this Agreement, Executive agrees that, except as otherwise permitted hereby, until the expiration of six (6) calendar months from the Effective Date, or entity to which until the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination end of the Executive's employment with Consulting Term if the Company Consulting Term ends after the expiration of six (a "Competing Business"). Notwithstanding 6) calendar months from the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-CompetitionEffective Date, Executive will shall not, and will not permit any of his affiliates to, directly or indirectly, recruit for his own account or as agent for another, carry on or participate in the ownership, management or control of, or be employed by, or serve as a director of, or consult for, or license or provide know-how to, or otherwise solicit render services to, or induce allow his name or reputation to be used in or by, any employeeother present or future business enterprise that, customereither alone or together with its Affiliates, subscriber engages in the Line of Business and competes with current or supplier planned activities of the Company to terminate and its employment or arrangement with Affiliates anywhere in the world without the prior written approval of the Chief Executive Officer of the Company. In the event of any violation of the foregoing, otherwise change its relationship with then and in such event the Company or establish may, upon notice to Executive, terminate the consulting relationship between Executive and Company without limiting any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business other remedies of the Company.
(db) The Executive acknowledges Notwithstanding the foregoing, nothing herein shall limit the right of Executive, as an investor, to hold and make investments in securities of any corporation or other entity that competes in the geographic boundaries, scope Line of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of Business with the Company and its affiliates Affiliates and that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, provided that the confidentiality aggregate of their Confidential Informationall of Executive's beneficial ownership therein does not exceed one percent (1%) of the outstanding equity interests in such corporation or other entity.
(c) Executive acknowledges that he considers the restrictions set forth in this Section 4.03 to be reasonable both individually and in the aggregate and that the duration, geographic scope, extent and to protect application of each of such restrictions are no greater than is necessary for the other protection of the legitimate business interests of the Company and its affiliates.
(e) If any court determines Affiliates. In the event that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and restriction herein shall be given full effect without regard found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the invalid provisions. If any court construes any period or area of application reduced, each of the provisions of this Section 10, or any part thereof, parties hereby agrees that such restriction shall apply with such modification as may be necessary to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmake it valid.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Edison International), Employment Agreement (Edison Mission Energy)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Within the Term of Non-Competition (herein so called) shall be the Agreement and for a term beginning on period of one year thereafter (such period being the effective date hereof “Restricted Period”), the Contractor and continuing until (i) ARM shall not, unless the first anniversary Contractor and ARM receives the prior written consent of the Date Board of Termination if Directors, own a material interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, Contractor, stockholder, consultant or otherwise, any Person that competes with the Executive's employment is terminated Company in owning, operating or managing a bioethanol or biodiesel plant, or any other business actively being pursued by or developed by the Company for Cause or due to Disability or by during the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonTerm.
(b) During The Contractor and ARM have carefully read and considered the term provisions of Non-Competitionthis Section 5.2 and, having done so, agrees that the Executive shall not restrictions set forth in this Section 5.2 (other than including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the benefit protection of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business interests of the Company, with respect its officers, directors, employees, creditors and shareholders. The Contractors understand that the restrictions contained in this Section 5.2 may limit their and ARM’s ability to any products of engage in a business similar to the Company's business, but acknowledges that ARM will receive sufficiently high remuneration from the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior hereunder to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to justify such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauserestrictions.
(c) During the term of Non-CompetitionRestricted Period, Executive will the Contractor and ARM shall not, and will not permit whether for their own account or for the account of any of his affiliates toother Person (excluding the Company), directly or indirectlyintentionally (i) solicit, recruit or otherwise solicit endeavor to entice or induce any employee, customer, subscriber employee or supplier contractor of the Company to terminate its the Executive's employment or arrangement with the Company, otherwise change its relationship contractors contract with the Company or establish any relationship accept employment with the Executive anyone else or any of his affiliates for any business purpose deemed competitive (ii) interfere in a similar manner with the business of the CompanyCompany including its contracting parties, customers or clients, suppliers, creditors and financiers.
(d) The Executive acknowledges that In the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines event that any portion provision of this Section 10 is invalid 5.2 relating to the Restricted Period or unenforceablethe areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the remainder Restricted Period or areas of this Section 10 shall not thereby be affected restriction deemed reasonable and shall be given full effect without regard to enforceable by the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have become and thereafter be the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmaximum time period and/or areas.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Supply of Services Agreement (Four Rivers Bioenergy Inc.), Supply of Services Agreement (Flex Fuels Energy, Inc.)
Non-Competition. The provisions In consideration of this Section 10 are in consideration for the salary paid to the Employee by the Company's promise in Section 7 to continue to make appropriate Confidential Information available to , the Executive.Employee agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary Employee will not approach clients, customers or contacts of the Date Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of Termination if the Executive's employment is terminated by the Company for Cause the purposes of doing business with such persons or due to Disability or by entities which will harm the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by business relationship between the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.such persons and/or entities;
(b) During unless expressly consented to by the term of Non-CompetitionCompany, the Executive shall Employee will not (assume employment with or provide services as a director or otherwise for any Competitor in the People’s Republic of China or such other than for the benefit of territories where the Company carries on its business or part thereof (the “Territory”), or engage, whether as principal, partner, licensor or otherwise, in any Competitor that carries on its affiliates pursuant business or part thereof in the Territory; and
(c) unless expressly consented to this Agreement) by the Company, the Employee will not seek directly or indirectly, render by the offer of alternative employment or other inducement whatsoever, to solicit the services to, assist, participate in the affairs of, or otherwise be connected with, of any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products employee of the Company that were within employed as at or after the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination date of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statestermination, or any substantially comparable political subdivision of any other country, wherein in the Company sold or actively attempted to sell, year preceding such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")termination. Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions For purposes of this Section 10, a “Competitor” of the Company shall not include an entity that generates 10% or less of its revenues from solar power products and services similar to those provided by the Company, except that if the Employee is employed by, or provides services as a director or otherwise to, a subsidiary or divisional business of such an entity, such subsidiary or divisional business shall be deemed a “Competitor” if it generates more than 10% of its revenues from solar power products and services similar to those provided by the Company. The provisions provided in Section 10 shall be separate and severable, enforceable independently of each other, and independent of any part thereof, other provision of this Agreement. The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be unreasonable because void under applicable laws but would be valid if some part thereof was deleted or the period or area of the duration or scope of such provisionapplication reduced, such court provisions shall have apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the power to reduce termination of this Agreement for any reason. In the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in event the Employee breaches this Section 10, "Company" the Company shall include Atrium Corporation and any of its direct or indirect subsidiarieshave right to seek remedies permissible under applicable law.
Appears in 2 contracts
Samples: Employment Agreement (Trina Solar LTD), Employment Agreement (Trina Solar LTD)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The In order to protect the good will of the Corporation and in order to protect the trade secrets of the Corporation referred to in Section (7) of this Employment Agreement, the Employee hereby agrees that during the term of Non-Competition employment of the Employee under this Employment Agreement, and during a period of one (herein so called1) shall be for a term beginning on year after termination of employment of the effective date hereof Employee under this Employment Agreement without regard to the cause of termination of employment and continuing until whether or not such termination of employment was caused by the Employee or by the Corporation, (i) the first anniversary of the Date of Termination if the Executive's employment Employee shall not engage, either directly or indirectly, in any manner or capacity, in any business or activity which is terminated competitive with any business or activity conducted by the Company for Cause or due to Disability or by the Executive without Good Reason, or Corporation; (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than work for the benefit of the Company or its affiliates pursuant to this Agreement) employ, directly or indirectly, render services to, assist, participate in the affairs of, or otherwise cause to be connected with, employed by another any person who was an employee, officer or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business agent of the Company, with respect to Corporation or of any products of the Company that were within the Executive's management responsibility its subsidiaries at any time within the twelve-month during a period immediately of twelve (12) months prior to the termination of the Executive's employment of the Employee under this Employment Agreement nor shall the Employee form any partnership with, or establish any business venture in cooperation with, any such person which is competitive with any business or activity of the Corporation; (iii) the Employee shall not give, sell or lease any goods or services competitive with the Company, in any capacity which would (i) utilize the Executive's goods or services with respect to such business within any state of the United StatesCorporation or its subsidiaries to any person, partnership, corporation or any substantially comparable political subdivision of any other country, wherein entity who purchased goods or services from the Company sold Corporation or actively attempted to sell, such products its subsidiaries within the twelve-month period immediately prior to one (1) year before the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to Employee under this Employment Agreement; (iv) the Employee all not have any person financial interest, or participate as a director, officer, stockholder, partner, employee, consultant or otherwise, in any corporation, partnership or other entity to which is competitive with any business or activity conducted by the Company sold or actively attempted to sell such products within Corporation.
(b) The Corporation and the twelve-month period immediately prior to Employee agree that the termination services of the Executive's employment with Employee are of a personal, special unique and extraordinary character, and cannot be replaced by the Company (a "Competing Business"). Notwithstanding the foregoingCorporation without great difficulty, the Company agrees and that the Executive may own less than five percent violation by the Employee of any of his agreements under this Section (10) would damage the goodwill of the outstanding voting securities Corporation and cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that the agreements of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited Employee under this Section (10) may be enforced by the preceding clauseCorporation in equity by an injunction or restraining order in addition to being enforced by the Corporation at law.
(c) During In the term event that this Section (10) shall be determined by any court of Non-Competition, Executive will not, and will not permit any competent jurisdiction to be unenforceable by reason of his affiliates to, directly its extending for too long a period of time or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier over too great a range of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and it shall be given full effect without regard interpreted to extend only over the invalid provisions. If any court construes any maximum period of the provisions time or range of this Section 10, or any part thereof, activities as to which it may be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedenforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (MKS Instruments Inc), Employment Agreement (MKS Instruments Inc)
Non-Competition. The provisions In furtherance of this Section 10 are in consideration for the Company's promise in Section 7 sale of the Acquired Business to continue Buyer hereunder by virtue of the Contemplated Transactions and more effectively to make appropriate Confidential Information available protect the value and goodwill of the Acquired Business so sold, Sellers covenant and agree that, except with respect to the Executive.
continued operation and sale of the assets of Sellers that are not Acquired Assets (including the continued operation and sale of the Excluded Subsidiaries and the continued operation and sale of services pursuant to the Transition Supply Agreement), Sellers shall not, for a period of three (3) years after the Closing Date, (a) The term of Non-Competition engage in any business which is in direct competition with the Acquired Business (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary as conducted as of the Date of Termination if date hereof) in the Executive's employment is terminated by the Company for Cause United States or due to Disability or by the Executive without Good ReasonCanada, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During solicit, induce or attempt to persuade any of the term current customers of Non-Competitionthe Business in the United States and Canada or any Transferred Employees or agents of the Acquired Business to terminate such business, employment or agency relationship in order to enter into any such relationship in the Executive shall not United States or Canada for, with or on behalf of Sellers or any Affiliate or to otherwise engage in activities in direct competition with the Business or (c) divulge or make use of any trade secrets or other confidential information of the Acquired Business (other than for the benefit of the Company or to disclose such secrets and information to Buyer and its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"Affiliates). Notwithstanding In the foregoing, the Company agrees event that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, 5.9 should ever be deemed to exceed the time or geographic limitations or any part thereofother limitations permitted by Applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to be unreasonable because of the duration or scope of such provision, such court shall have maximum permitted by Applicable Law. In the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and event any Seller violates any of its direct obligations under this Section 5.9, Buyer may proceed against it in law or indirect subsidiariesin equity for such damages or other relief as a court may deem appropriate. Sellers acknowledge that a violation of this Section 5.9 may cause Buyer irreparable harm that may not be adequately compensated for by money damages. Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed to limit the activities of the Excluded Subsidiaries to the extent the Excluded Subsidiaries are not using the Acquired Assets or subject to the Intangible Property License Agreements.
Appears in 2 contracts
Samples: Purchase Agreement (Dresser Inc), Purchase Agreement (Tokheim Corp)
Non-Competition. The provisions of this Section 10 are Executive hereby acknowledges and recognizes that during the Employment Period he will be privy to trade secrets and confidential information critical to the Company’s business and that the Company would find it extremely difficult or impossible to replace the Executive. Accordingly, Executive agrees that, in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if premises contained herein, and the Executive's employment is terminated by the Company for Cause or due consideration to Disability or be received by the Executive without Good Reasonhereunder, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and he will not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates Affiliates to, except with the Company’s prior written consent, during the Non-Competition Period (as defined below), directly or indirectly, recruit own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, lender, consultant or otherwise solicit with, any business or induce organization (other than the Company) in any employeepart of the United States of America in which the Company sells products or provides services, customerwhich, subscriber directly or supplier indirectly, Competes (as hereinafter defined) with the Company. For purposes of this Agreement, "Non-Competition Period" means during the period of employment and during the following period from and after the Termination Date: (i) zero months, if the Termination Date occurs on or prior to November 20, 2004, (ii) six months, if the Termination Date occurs after November 20, 2004 but on or prior to May 20, 2005, and (iii) one year, if the Termination Date occurs after May 20, 2005. For purposes of this Agreement, a business or organization shall be deemed to "Compete" with the Company if such business or organization (i) competes with the business of the Company to terminate its as it is conducted at any time during the period of employment or arrangement with (ii) engages in the Companydevelopment, otherwise change its relationship with production, sale or rental of products, or the rendering of services, which are the same as, similar to or competitive with, the products or services being developed, provided, sold, rented or rendered by the Company or establish at any relationship with time during the period of employment . Nothing in this paragraph shall prohibit the Executive or any of his affiliates Affiliates from owning for any business purpose deemed competitive with the business passive investment purposes less than 5% of the Companypublicly traded securities of any corporation listed on the New York Stock Exchange or the American Stock Exchange or whose securities are quoted on the NASDAQ National Market or the NASDAQ SmallCap Market.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions During the term of this Section 10 are in consideration Agreement and for a period of six (6) months following the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
termination of this Agreement, Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) The term be engaged in any business which develops software or manufactures or sells hardware for use in the specialty retail, restaurant, supermarket or convenience store sectors of Non-Competition the POS market (herein so calledA) in any part of the world in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (B) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be for a term beginning on the effective date hereof and continuing until countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (iC) if the first anniversary territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the Date of Termination United States in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (E) if the Executive's employment territorial restriction in the preceding clause is terminated by deemed to be too broad, then the Company for Cause or due to Disability or by areas shall be any states in which the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or services performed by the Executive for Good Reason.
the Company are directly related to the products and services provided by the Company to its customers in such states, or (F) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the states of New York and any other state in which the Executive actually performed services for the Company during the Employment Period; or (b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant attempt to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, recruit any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business employee of the Company, with respect to assist in their hiring by any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statesother Person, or encourage any substantially comparable political subdivision of any other country, wherein the Company sold employee to terminate his or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's her employment with the Company; or (iic) utilize the Executive's services in selling encourage any products similar to such products customer of the Company to conduct with any other person any business or entity to activity which the Company sold such customer conducts or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement could conduct with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business . For purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable7, the remainder term "Company" shall include any person controlling under common control with or controlled by, the Company, provided, however, that with respect to Tridex Corporation and any subsidiary of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of Tridex Corporation, the provisions of this Section 10, or any part thereof, to 7 shall cease and be unreasonable because of no force and effect six (6) months after the duration or scope Company is no longer a subsidiary of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedTridex.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Employment Agreement (Tridex Corp)
Non-Competition. The provisions (A) You acknowledge that your services to be rendered are of this Section 10 are a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in consideration for an action at law. In view of the Company's promise in Section 7 to continue to make appropriate unique value of the services, and because of the Confidential Information available to be obtained by or disclosed to you, and as a material inducement to Xxxx to enter into this Agreement and to pay to you the Executive.
compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by Xxxx and for a period of one (1) year after termination of such employment for any reason whatsoever, you will not, directly or indirectly: (a) The term engage or become interested, as owner, employee, consultant, partner, through stock ownership (except ownership of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary less than five percent of the Date any class of Termination if the Executive's employment is terminated by the Company for Cause equity securities which are publicly traded), investment of capital, lending of money or due to Disability or by the Executive without Good Reasonproperty, rendering of services, or otherwise, either alone or in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of Xxxx (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
“Competitive Business”), (b) During the term solicit or accept orders from any current or past customer of Non-CompetitionNabi for products or services offered or sold by, the Executive shall not or competitive with products or services offered or sold by, Xxxx, (other than c) induce or attempt to induce any such customer to reduce such customer’s purchase of products or services from Nabi, (d) disclose or use for the benefit of any Competitive Business the Company name and/or requirements of any such customer or its affiliates pursuant (e) solicit any of Xxxx’s employees to this Agreement) directly leave the employ of Xxxx or indirectlyhire or negotiate for the employment of any employee of Nabi. By way of clarification, render services to, assist, participate a “Competitive Business” is not any business or enterprise in the affairs of, or otherwise be connected with, any person health care industry; it is only a business or enterprise (other than in the Company), which person or enterprise health care industry that is engaged in, or is planning to engage in, and shall not personally engage in, competitive with any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")Xxxx. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Company agrees that Change of Control Agreement) and termination of your employment if the Executive may own less than five percent nature of such employment or services do not compete with any business engaged in by Xxxx immediately prior to the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate Change in such Competing Business in any way prohibited by the preceding clauseControl.
(cB) During You have carefully read and considered the term provisions of Non-Competitionthis Section and Section 9 and having done so, Executive will notagree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of Xxxx, its officers, directors, and will not permit other employees. You acknowledge that upon termination of this Agreement for any of his affiliates toreason, directly or indirectlyit may be necessary for you to relocate to another area, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the Company to terminate its employment or arrangement with the Companyinterests of Xxxx, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companytheir officers, directors, and other employees.
(dC) The Executive acknowledges that In the geographic boundariesevent that, scope of prohibited activitiesnotwithstanding the foregoing, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, Section 9 shall be held to be unreasonable because invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the duration maximum time period or scope of such provision, areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall have be deemed to become, and thereafter be, the power to reduce the duration or scope of maximum time period and/or area which such provision court deems reasonable and to enforce such provision as so reducedenforceable.
(fD) As used in With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section 10would cause irreparable injury to the aggrieved party, "Company" shall include Atrium Corporation and that provisions of this Section 10 may be specifically enforced by injunction or similar remedy in any court of its direct or indirect subsidiariescompetent jurisdiction without affecting any claim for damages.
Appears in 1 contract
Non-Competition. The provisions You further agree that during your employment with --------------- Xxxxx Advisors and for nine months after the termination of such employment for any reason, you will not at any time engage in or participate as an officer, employee, director, agent, consultant, representative, stockholder, investor or partner, or have any financial interest, in any business which "competes" with Ashton or any of its subsidiaries (other than Xxxxx Advisors) or successors. For the purposes hereof, a "competing" business shall mean any business which directly or potentially competes with any of the businesses of Ashton as such businesses shall exist during your employment with Xxxxx Advisors, for example, the development and commercialization of networked transaction systems for participants in the financial markets of the type engaged in or contemplated by Ashton or Xxxxx Advisors at the time of termination of your employment. For the avoidance of doubt, a "competing" business shall not mean any business which directly or potentially competes with the business of Xxxxx Advisors, which is providing strategic advice to financial services companies regarding the Internet or the interactive distribution of financial products. Ownership by you of publicly traded stock of any corporation conducting any "competing" business shall not be deemed a violation of this Section 10 are in consideration 16 provided you do not own more than one percent (1%) of the stock of any such corporation. Additionally, for a period of nine months after the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.termination of your employment hereunder you will not, directly or indirectly:
(a) The term of Non-Competition (herein so called) shall be for a term beginning on solicit or entice away from the effective date hereof and continuing until Company or Ashton (i) the first anniversary employment or other services of the Date any executive employee of Termination if the Executive's employment is terminated by the Company for Cause Ashton or due to Disability or by the Executive without Good Reason, Xxxxx Advisors or (ii) the last day business of either (A) any customer of Xxxxx Advisors to whom you rendered services during the Severance Period if nine month period prior to your termination of employment (a "Specific Customer"), or (B) any person or entity whose business you solicited by multiple personal contacts during the Executive's employment is terminated by the Company without Cause nine month period prior to your termination (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason."Specific Contact"), or
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in any activity for any Specific Customer or Specific Contact which is the affairs ofsame as or substantially similar to those activities which you performed for such Specific Customer or proposed to perform for such Specific Contact, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning unless to engage in, and shall do so would not personally engage in, any business that is in any respect competitive with have a material adverse effect on the business conducted between Xxxxx Advisors and such Specific Customer or Specific Contact. Further, for a period of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to nine months after the termination of the Executive's your employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive hereunder you will not, and will not permit any of his affiliates to, directly or indirectly, recruit hire any executive employee of Ashton or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the CompanyXxxxx Advisors.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for Until the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first fifth anniversary of the Closing Date of Termination if (the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of "Non-CompetitionCompete Period"), neither the Sellers, the Executive Principals, nor any affiliate thereof, shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate engage in the affairs ofBusiness or any business comparable to or competitive with the Business, or otherwise be connected have any interest in or engage in any transaction with, any person or enterprise sole proprietorship, partnership, corporation (other than the CompanyBuyer or any of its affiliates) or business or any other person or entity (whether as an employee, officer, director, partner agent, security holder, creditor, consultant or otherwise) that directly or indirectly engages in the Business (or any aspect thereof), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect comparable to or competitive with the business Business, in the states of Illinois, Maryland, Connecticut, Massachusetts, New Jersey, Pennsylvania or New York; provided, however, that nothing contained herein shall be deemed to prevent or restrict the Sellers, the Principals, or their affiliates, from owning up to 1% of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision shares of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination class of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities capital stock of any publicly corporation whose shares are listed on a national securities exchange or are regularly traded company that is a Competing Business in the over-the-counter market so long as neither the Executive Sellers, the Principals, nor their respective affiliates actively participate or engage in the conduct of the business of any such other corporation. Notwithstanding any of the foregoing to the contrary, it is understood and agreed that the Principals may continue their "NeedMyDoctor" business as currently being conducted, as long as NeedMyDoctor does not enter into the TAS Business or the PhoneScreen Business and as long such continuation does not otherwise participate in such Competing Business in breach any way prohibited by of their obligations under this Agreement. For the preceding clause.
(c) During the term sake of Non-Competitionclarity, Executive will notit is hereby understood and agreed that certain NeedMyDoctor customers utilize various providers of telephone answering services. The Principals hereby agree that they will, and will cause NeedMyDoctor to, refer all such customers who are seeking a provider of telephone answering services to the Buyer or its affiliates. In addition, it is hereby understood and agreed, that NeedMyDoctor shall not permit refer any of his its customers to a provider of telephone answering services other than the Buyer or its affiliates to(provided, directly or indirectlyhowever, recruit or otherwise solicit or induce any employeethat if after such initial referral, customer, subscriber or supplier of a customer requests a referral to a service provider in the Company to terminate its employment or arrangement with same geographical region as the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activitiescutomer, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and neither Buyer nor its affiliates and provide such service in such region, the confidentiality of their Confidential InformationPrincipals may then refer such customer to another regional service provider), and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and such referral shall be given full effect without regard deemed to the invalid provisions. If any court construes any be a breach of the provisions of this Section 10, or any part thereof, to be unreasonable because 4.4. Each of the duration Sellers and the Principals acknowledge that the provisions of Sections 4.3 and 4.4, and the period of time, geographic area and scope and type of restrictions on its activities set forth in Section 4.3 and 4.4, are reasonable and necessary for the protection of Buyer and are an essential inducement to Buyer's entering into the transaction documents to which it is a party and consummating the transactions contemplated thereby. If, at the time of enforcement of Sections 4.3 or 4.4, a court shall hold that the period of time, geographic area or scope or type of restrictions set forth in Sections 4.3 or 4.4 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period of time, geographic area or scope or type of restrictions deemed reasonable under such provision, circumstances by such court shall have be substituted for the power to reduce the duration stated period of time, geographic area or scope or type of such provision restrictions set forth in Sections 4.3 and to enforce such provision as so reduced4.4.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Medical Alert Corp)
Non-Competition. The provisions Because of this Section 10 are in consideration for the Company's promise legitimate business interest and the valuable consideration offered to the Executive to which Executive would not otherwise be entitled, including as described in Section 7 to continue to make appropriate Confidential Information available to 4 and 8, and except where prohibited by state or local law, the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof Executive covenants and continuing until (i) the first anniversary of the Date of Termination if agrees that during the Executive's period of employment is terminated with the Company and for a period of one (1) year after Executive ceases to be employed by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-CompetitionCompany, the Executive shall will not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services toon the Executive's own behalf or on behalf of or in conjunction with any person, assistbusiness, participate in the affairs offirm, company, or otherwise other entity, set up, join, become employed by, be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage inprovide any advice or services to, any business that enterprise which develops, produces, markets, sells or services any product or service which is in any respect competitive with the same as or similar to products or services manufactured and sold by the business or function the Executive worked for in the last two years of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, . This covenant is limited to any state in any capacity the United States of America and country in which would the Company is or has been doing business during the twelve (i12) utilize months prior to the Executive's services with respect to such business within any state date of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")termination. Notwithstanding the foregoing, the Company agrees that This covenant does not prohibit the Executive may own from purchasing or owning less than five percent (5%) of the outstanding voting publicly traded securities of any publicly traded company corporation, provided that is the Executive's ownership represents a Competing Business so long as passive investment and that the Executive does is not otherwise participate in such Competing Business in any way prohibited by a controlling person of, or a member of a group that controls, the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) corporation. The Executive acknowledges that as an executive, the geographic boundariesExecutive has access to Company-wide confidential strategic information and customer information for the Executive's business or function, scope that disclosure of prohibited activitiesthat information to a competitor or use of that information by a competitor would cause the Company irreparable harm, that this covenant is reasonably necessary to protect that information, and time duration of that the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain Executive has received sufficient consideration for the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If covenants contained herein. The Executive agrees that a court may modify any court determines provision herein that any portion of this Section 10 is invalid it deems unreasonable or unenforceable, and the remainder of shall remain in full force and effect. The Executive acknowledges that, if required by applicable law, the Company advised the Executive to consult with an attorney before agreeing to this Section 10 shall not thereby be affected covenant and shall be given full effect without regard provided the Executive with at least 14 days to the invalid provisions. If any court construes any of the provisions of review and consider this Section 10, or any part thereof, covenant before agreeing to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedit.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Severance and Employment Continuation Agreement (Westinghouse Air Brake Technologies Corp)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The During the Term except if the Employee terminates Employee's employment hereunder as a result of a Continued Company Breach (as such term of Non-Competition is defined in (herein so called(c)) shall be for a term beginning on the effective date hereof and continuing until (ibelow) the first anniversary Employee agrees that Employee will not, directly or indirectly, enter into or participate (whether as owner, partner, shareholder, officer, director, salesman, consultant, employee, principal, or in any other relationship or capacity) in any business operating or providing services in any State in which the Company or its affiliates are operating or providing services as of the Date date of Termination if termination which directly or indirectly, through subsidiaries or otherwise, manages or performs the Executive's employment is terminated by following business activities and services: residential and commercial and real estate lending; servicing loan portfolios and/or mortgage or real estate brokerage services (a "Competing Entity"); provided that the Company for Cause or due Employee may own up to Disability or by the Executive without Good Reason, or (ii) the last day one percent of the Severance Period if outstanding equity securities of any Competing Entity that is subject to the Executive's employment is terminated by public reporting requirements of the Company without Cause (and not due to Disability) or upon a Change Securities Exchange Act of Control or by the Executive for Good Reason1934.
(b) During the term Term and for one year after the termination of Non-Competitionthe Employee's employment hereunder for any reason, and unless the Company terminates the Employee's employment without Cause or the Employee terminates his employment for Good Reason or due to a Continued Company Breach, and except for a "Permitted Contact" as defined below, the Executive Employee shall not not, without the prior written consent of the Company, directly or indirectly, (other than for i) solicit, request, cause or induce any person who is at the benefit time, or twelve months prior thereto had been, an employee of or a consultant to the Company to leave the employ of or terminate Employee's relationship with the Company or (ii) employ, hire, engage or be associated with, or endeavor to entice away from the Company any such person, or any customer of the Company or its affiliates pursuant or (iii) attempt to this Agreement) directly limit or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, interfere with any business that is in any respect competitive with the business of the Company, with respect to any products of agreement or relationship existing between the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment and/or its affiliates with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausethird party.
(c) During As used herein, (i) "Continued Company Breach" shall mean three separate instances of a material breach during the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier Term by the Company of the Company obligations it owes the Employee pursuant to terminate its employment or arrangement with the CompanySection 1, otherwise change its relationship with Section 4(a) and Section 5 hereof after the Company or establish any relationship with has received written notice from the Executive or any of his affiliates for any business purpose deemed competitive with Employee regarding each such breach and the business Company fails to cure each such breach within ten days of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope receipt of such provision, such court shall have the power to reduce the duration or scope of such provision notice; and to enforce such provision as so reduced.
(fii) As used in this Section 10, "CompanyPermitted Contact" shall include Atrium Corporation and any mean an unpersonalized mass mailing to at least 1000 persons or an advertisement in a periodical of its direct or indirect subsidiariesgeneral circulation.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The During the Term except if the Employee terminates Employee's employment hereunder as a result of a Continued Company Breach (as such term of Non-Competition is defined in (herein so called(c)) shall be for a term beginning on the effective date hereof and continuing until (ibelow) the first anniversary Employee agrees that Employee will not, directly or indirectly, enter into or participate (whether as owner, partner, shareholder, officer, director, salesman, consultant, employee, principal, or in any other relationship or capacity) in any business, with the exception of Samboy Financial Corporation, operating or providing services in any State in which the Company or its affiliates are operating or providing services as of the Date date of Termination if termination which directly or indirectly, through subsidiaries or otherwise, manages or performs the Executive's employment is terminated by following business activities and services: residential and commercial and real estate lending; servicing loan portfolios and/or mortgage or real estate brokerage services (a "Competing Entity"); provided that the Company for Cause or due Employee may own up to Disability or by the Executive without Good Reason, or (ii) the last day one percent of the Severance Period if outstanding equity securities of any Competing Entity that is subject to the Executive's employment is terminated by public reporting requirements of the Company without Cause (and not due to Disability) or upon a Change Securities Exchange Act of Control or by the Executive for Good Reason1934.
(b) During the term Term and for one year after the termination of Non-Competitionthe Employee's employment hereunder for any reason, and unless the Company terminates the Employee's employment without Cause or the Employee terminates his employment due to a Continued Company Breach or for Good Reason, and except for a "Permitted Contact" as defined below, the Executive Employee shall not not, without the prior written consent of the Company, directly or indirectly, (other than for i) solicit, request, cause or induce any person who is at the benefit time, or twelve months prior thereto had been, an employee of or a consultant to the Company to leave the employ of or terminate Employee's relationship with the Company or (ii) employ, hire, engage or be associated with, or endeavor to entice away from the Company any such person, or any customer of the Company or its affiliates pursuant or (iii) attempt to this Agreement) directly limit or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, interfere with any business that is in any respect competitive with the business of the Company, with respect to any products of agreement or relationship existing between the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment and/or its affiliates with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausethird party.
(c) During As used herein, (i) "Continued Company Breach" shall mean three separate instances of a material breach during the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier Term by the Company of the Company obligations it owes the Employee pursuant to terminate its employment or arrangement with the CompanySection 1, otherwise change its relationship with Section 4(a) and Section 5 hereof after the Company or establish any relationship with has received written notice from the Executive or any of his affiliates for any business purpose deemed competitive with Employee regarding each such breach and the business Company fails to cure each such breach within ten days of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope receipt of such provision, such court shall have the power to reduce the duration or scope of such provision notice; and to enforce such provision as so reduced.
(fii) As used in this Section 10, "CompanyPermitted Contact" shall include Atrium Corporation and any mean an unpersonalized mass mailing to at least 1000 persons or an advertisement in a periodical of its direct or indirect subsidiariesgeneral circulation.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Employee shall not while employed by Dalexx, xxd after the termination of Nonsaid employment for any reason whatsoever for the time period after such termination described in paragraph (c) below (the "No-Competition Compete Period"), directly or indirectly, as owner, officer, director, employee, agent, lender, broker, investor, consultant or representative of any corporation or as owner of any interest in, or as an employee, agent, consultant, partner, affiliate or in any other capacity whatsoever or representative of any other form of business association, sole proprietorship or partnership, conduct or be related to any business in competition with any business of Dalexx xxxrently or in the future, including without limitation, billing and billing related customer care software systems and related professional services, as provided by Dalexx xxxing the period Employee is employed by Dalexx, xxcept for businesses wherein Employee is not working directly in billing and billing related customer care software products and related professional services and billing, and billing related customer care software systems and services are less than twenty-five percent (25%) of its total revenue (herein so calledreferred to as the "Competitive Business") shall be for a term beginning anywhere within the territories, nor as to certain customers anywhere in the United States, both listed on the effective date hereof "Territories and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due Customers" Exhibit to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.the
(b) During In addition to, and not in limitation of the term other provisions hereof or of Non-Competitionany other Agreement between Employee and Dalexx, the Executive Xxployee shall not (at any time in any manner other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs ofordinary course of good faith competition only as permitted herein interfere with, disturb, disrupt, decrease or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with jeopardize the business of Dalexx xx do anything which may tend to take away or diminish the Companytrade, with respect business or good will of Dalexx xx give to any products person the benefit or advantage of the Company that were within the ExecutiveCompany's management responsibility at any time within the twelve-month period immediately prior to the termination or Seller's methods of the Executive's employment with the Companyoperation, in any capacity which would (i) utilize the Executive's services with respect to such advertising, publicity, training, business within any state of the United Statescustomers or accounts, or any substantially comparable political subdivision of any other country, wherein the Company sold information relating or actively attempted useful to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveDaleen's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausebusiness.
(c) During The No-Compete Period shall increase depending upon the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.Employee's employment with Dalexx xx follows:
(ei) If any court determines that any portion Employee has completed ninety (90) days of this Section 10 is invalid or unenforceableemployment with Dalexx subject to the No-Compete Exception, the remainder No-Compete Period will be forty-five (45) days;
ii) If Employee has completed one hundred and eighty (180) days of this Section 10 employment with Dalexx xxxject to the No-Compete Exception, the No-Compete Period will be ninety (90) days;
iii) If Employee has completed two hundred seventy (270) days of employment with Dalexx xxxject to the No-Compete Exception, the No-Compete Period will be one hundred and eighty (180) days;
iv) If Employee has completed four hundred and fifty (450) days or more of employment with Dalexx, xxe No-Compete Period will be one (1) year. There will be no No-Compete Period if Employee has been employed for less than ninety (90) days. In addition, the No-Compete Exception shall not thereby be affected apply as to i) and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedii) above.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions For so long as the Executive serves in any of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to Monarch Positions (the Executive.
(a“Term”) The term of Non-Competition (herein so called) shall be and for a term beginning period of two years following the date on which the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or Executive ceases, whether due to Disability or by the Executive without Good Reasontermination, resignation, or any other reason, to hold any Monarch Position (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition“Restricted Period”), the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) not, directly or indirectly, render services toengage in or have any interest in, assistdirectly or indirectly, participate any sole proprietorship, partnership, corporation, company, business or any other person or entity (whether as an employee, officer, director, partner, member, agent, security holder, creditor, consultant or otherwise) that, directly or indirectly, engages primarily in the affairs ofdevelopment, marketing, distribution, underwriting or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, sale of products and shall not personally engage in, any business that is in any respect services competitive with the business of the Company, with respect to Company Business in any products of and all states in which the Company that were within and/or any Monarch Subsidiary conducts the Executive's management responsibility Company Business during the Term or at any the time within the twelve-month period immediately prior to the of termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's ’s employment with the Company (a "Competing Business"the “Restricted Territory”). Notwithstanding the foregoing; provided, however, that Executive may continue to hold securities of the Company agrees that the Executive may own less than five percent and/or acquire, solely as an investment, shares of the outstanding voting capital stock or other equity securities of any publicly traded company that is entity engaging in a Competing Business business competitive with the Company Business, so long as the Executive does not otherwise participate control or acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than five percent of, any class of equity security of such entity; and provided further that the Restricted Territory shall include any state in which the Company or a Monarch Subsidiary has completed substantially all the steps necessary, including regulatory applications, to conduct the Company Business in such Competing Business state; and provided, further, that the Executive’s employment by Federated National Holding Company (“FNHC”), his service on the Board of Directors of FHNC, and his positions as an officer and/or director of any Subsidiary or Affiliate of FNHC (each, a “Permitted FNHC Position, and collectively, the “Permitted FNHC Positions”) shall be permitted in any way prohibited by all respects throughout the preceding clause.
Term and the Restricted Period and shall not be a breach of the restrictions set forth in this Section 1. As used herein, (ca) During the term of Non-Competition“Subsidiary” means a partnership, Executive will notcorporation, and will not permit any of his affiliates tolimited liability company, trust or other legal entity for which FNHC, directly or indirectly, recruit has the power to direct or otherwise solicit or induce any employee, customer, subscriber or supplier cause the direction of the Company management and policies through the ownership of voting securities; and (b) the term “Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by or under common control with FNHC. For the avoidance of doubt, the Executive’s implementation of any directives of the Board of Directors of FNHC or the carrying out of the obligations of FNHC or its Subsidiaries or Affiliates under any agreement to terminate its employment which FNHC or arrangement with the Companya Subsidiary of Affiliate is a party, otherwise change its relationship with the Company or establish any relationship with in each case while the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundariesis serving in a Permitted FNHC Position, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion shall not be a breach of this Section 10 is invalid 1 so long as any such directives or unenforceableobligations are not intended to circumvent, nor do they result in the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of circumvention of, the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedAgreement.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Non Competition, Non Disclosure and Non Solicitation Agreement (Federated National Holding Co)
Non-Competition. The provisions In consideration of this Section 10 are LTLLC’s employment of Employee, and in consideration for order to protect the Company's promise substantial time, money and effort invested by the Company Group in Section 7 to continue to make appropriate Confidential Information available to its selling, marketing, pricing and servicing strategies, the Executive.development of goodwill among its customers and other legitimate business interests, Employee agrees as follows:
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) During the first anniversary period of Employee’s employment with LTLLC, Employee shall not engage in the Date performance or attempted performance of Termination if any material activities or services performed in the Executive's employment is terminated by course and scope of Employee’s duties for the Company Group (whether for Cause Employee’s own benefit or due to Disability or by the Executive without Good Reasonfor, on behalf of, as an employee of, as an independent contractor of, or (iiat the request of any other entity or individual) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit except on behalf of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate Group and only then in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, course and scope of Employee’s employment with LTLLC; and Employee shall not personally engage in, any business that is in any respect competitive otherwise compete with the business of the CompanyCompany Group during the Term, with respect to any products whether for Employee’s own benefit or for the benefit of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")others. Notwithstanding the foregoing, this Section 2(b)(i) shall not be interpreted to impose greater restriction on Employee’s activities than those applicable to Employee pursuant to Employee’s fiduciary duty of loyalty as a director and executive officer of the Company, determined under the laws of the Company’s domicile.
(ii) For a period of 24 consecutive months immediately following Employee’s Termination of Employment for any reason following the date hereof (the “Restricted Period”), Employee may not, without the prior written consent of the Company, engage in or become Associated with a Competitive Activity (together, “Restricted Activity”). For purposes of this Section 2(b): (i) a “Competitive Activity” means any business or other endeavor, in the Restricted Territory, involving products or services that are the same or substantially similar to the type of products or services that the Company agrees Group is engaged in providing both (x) as of the date hereof or at any time during Employee’s employment with the Company Group and (y) at any time during the twelve (12) month period preceding Employee’s Termination of Employment, and (ii) Employee will be considered to have become “Associated with a Competitive Activity” if Employee performs or takes substantial steps to perform (whether for Employee’s own benefit or for, on behalf of, as an employee of, as an independent contractor of, or at the request of any other entity or individual) any material activities performed in the course and scope of Employee’s duties for the Company Group during the twelve (12) month period immediately preceding Employee’s Termination of Employment, in a manner or role that directly competes with the Executive Company Group or directly and materially assists others in engaging in a Competitive Activity. Notwithstanding the foregoing, (i) Employee may own make and retain investments during the Restricted Period, for investment purposes only, in less than five one percent (1%) of the outstanding voting securities capital stock of any publicly publicly-traded company corporation engaged in a Competitive Activity if the stock of such corporation is listed on a national stock exchange if Employee is not otherwise affiliated with such corporation and (ii) Employee may become employed by a partnership, corporation or other organization that is engaged in a Competing Business Competitive Activity so long as the Executive Employee does not otherwise participate engage in such Competing Business in any way prohibited by the preceding clauseor become Associated with a Competitive Activity.
(ciii) During For purposes of this Agreement, “Restricted Territory” means the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly largest territory which is described by one or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier more of the Company following subsections and is deemed enforceable by any court of competent jurisdiction, but only to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges extent that the geographic boundaries, scope Restricted Activity in which Employee is engaged therein is directed toward Competitive Activity inside the United States of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.America:
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term From the date of Non-Competition (herein so called) shall be for a term beginning on this Agreement until the effective date hereof and continuing until (i) the first anniversary end of the Date of Termination if one-year period following the Executive's employment is terminated date Executive ceases to be employed by the Company for Cause or due to Disability or by one of its subsidiaries (the Executive without Good Reason“Restricted Period”), or (ii) the last day irrespective of the Severance Period if cause, manner or time of any termination of employment, Executive shall not obtain loans, goods or services from another organization on terms that would not be available to her in the Executive's employment is terminated by absence of her relationship to the Company without Cause (and not due to Disability) or upon a Change any of Control or by the Executive for Good Reasonits affiliates.
(b) During the term of Non-CompetitionRestricted Period, the Executive shall not (make any statements or perform any acts intended to, or which may have the effect of, advancing the interest of any Competitors of the Company or Competitors of any of the Company’s affiliates or in any way injuring the interests of the Company or any of the Company’s affiliates; provided, however, that, subject to Section 9, nothing herein shall preclude the Executive from giving truthful testimony under oath in response to a subpoena or other than lawful process or truthful answers in response to questions from a government investigation or responding to statements made by or on behalf of the Company about Executive or her activities with the Company; provided, further, however, that nothing herein shall prohibit the Company and its affiliates from disclosing the fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Agreement, the benefit term “Competitor” means any person, enterprise entity, or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted, or proposed to be conducted, by the Company or its affiliates at any time during the Executive’s employment, in a manner that is or would be material in relation to the businesses of the Company or its affiliates pursuant or to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than prospects for the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products businesses of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with or its affiliates. Such business includes, but is not limited to, the Company’s or its affiliates’ manufacture, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statesproduction, sale, lease, rental, licensing or any substantially comparable political subdivision of any other country, wherein the Company sold otherwise providing its products or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseservices.
(c) During the term of Non-CompetitionRestricted Period, Executive will Executive, without prior express written approval by the Board, shall not, and will not permit within 100 miles of any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier geographical area of the Company to terminate or its employment affiliates: (A) engage in, or arrangement with directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the Companymanagement, otherwise change its relationship with operation or control of a Competitor, in any capacity (whether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the Company development, expansion or establish promotion of, any relationship with the Executive division of an enterprise or any of his affiliates for any business purpose deemed competitive with the business intended to become a Competitor at any time during or after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”).
(d) The Executive acknowledges that During the geographic boundariesRestricted Period, scope of prohibited activitiesExecutive, and time duration of without express prior written approval from the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain Board, shall not solicit any members or the goodwill then current clients of the Company and or any of its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate for any existing business interests of the Company and or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceableDuring the Restricted Period, the remainder of this Section 10 Executive shall not thereby be affected and shall be given full effect without regard to interfere with the invalid provisions. If any court construes employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the provisions Company or any of this Section 10its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause any part thereofperson with which Executive may be affiliated, to be unreasonable because engage, employ or compensate, any employee of the duration Company or scope any of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedits affiliates.
(f) As used For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in this Section 10a business, "Company" firm or entity; provided, that ownership of less than 5% of any class of equity interest in a publicly held company shall include Atrium Corporation and any of its direct or indirect subsidiariesnot be deemed a Proprietary Interest.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Xxxxoyee shall not while emxxxxxx by Daleen, and after the termination of Nonsaid employment for any reason wxxxxxxver for the time period after such termination described in paragraph (c) below (the "No-Competition Compete Period"), directly or indirectly, as owner, officer, director, employee, agent, lender, broker, investor, consultant or representative of any corporation or as owner of any interest in, or as an employee, agent, consultant, partner, affiliate or in any other capacity whatsoever or representative of any other form of business association, sole proprietorship or partnership, conduct or be related to any business in competition with any business of Daleen now or in the future, including without limitation, in the Bilxxxx xnd Customer Care industry (herein so calledreferred to as the "Competitive Business") shall be for a term beginning anywhere within the territories, nor as to certain customers anywhere in the United States, both listed on the effective date "Territories and Customers" Exhibit to the Agreement, made a part hereof, including without limitation, the solicitation of any customers, who were at any time customers of Daleen and in connection with a business which is competitive with thx Xxxxetitive Business except that such competitive activity will be permitted as to business solicitation of and competition with Daleen as to any entity listed on an Exhibit to this Agreement made a xxxx hereof and continuing until identified as a "No-Compete Exception", if any, subject to paragraph (ic) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasonbelow.
(b) During In addition to, and not in limitation of the term other provisions hereof or of Non-Competitionany other Agreement between Employee and Daleen, the Executive Employee shall not (at any time in any manner other than for the benefit in thx xxxxnary course of the Company or its affiliates pursuant to this Agreement) directly or indirectlygood faith competition only as permitted herein interfere with, render services todisturb, assistdisrupt, participate in the affairs of, decrease or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with jeopardize the business of Daleen or do or permit to be done anything which may tend to take awax xx ximinish the Companytrade, with respect business or good will of Daleen or give to any products person the benefit or advantage of the Company that were within the ExecutiveCompany's management responsibility at any time within the twelve-month period immediately prior to the termination or Xxxxxr's methods of the Executive's employment with the Companyoperation, in any capacity which would (i) utilize the Executive's services with respect to such advertising, publicity, training, business within any state of the United Statescustomers or accounts, or any substantially comparable political subdivision of any other country, wherein the Company sold information relating or actively attempted useful to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveDaleen's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausebusiness.
(c) During The No-Compete Period shall increase depending upon the term duration of Employee's employment with Daleen as follows:
i) If Employee has completed one hxxxxxx eighty (180) days or less of employment there will be a six (6) month No-Compete Period;
ii) If Employee has completed more than one hundred eighty (180) days of employment the No-Compete Period will be one (1) year; DTI reserves the right to waive the Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10Compete Period, or any part thereofportion on it, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedat its option.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for Grantee acknowledges and recognizes the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary highly competitive nature of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit business of the Company and accordingly agrees that while Grantee is an employee of the Company and for the [one year for VPs/6 months for Directors/3 months for managers] period following termination of such relationship for any reason (whether voluntary or its affiliates pursuant to this Agreementinvoluntary) directly or indirectly(the “Restricted Period”), render services tothe Grantee shall not, assistas an employee, participate in the affairs ofindependent contractor, consultant, or otherwise be connected within any other form, prepare to provide or provide any person of the same or enterprise similar services that Grantee performed during his/her employment with (or service to) Company for any other than the Company)individual, which person or enterprise is engaged inpartnership, limited liability company, corporation, independent practice association, management services organization, or is planning to engage inany other entity (collectively, and shall not personally engage in, any business “Person”) that is competes in any respect competitive way with the area of business of the Company, or any of its subsidiaries or affiliates, in which Grantee worked and/or performed services. For purposes of the above, preparing to provide any of the same or similar services includes, but is not limited to, planning with respect any Person on how best to compete with Company or any products of its subsidiaries or affiliates, or discussing Company’s, or any of its subsidiaries’ or affiliates’ business plans or strategies with any Person. The Grantee further agrees that during Restricted Period, Grantee shall not own, manage, control, operate, invest in, acquire an interest in, or otherwise engage in, act for, or act on behalf of any Person (other than Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with Company where such activity is similar to or competitive with the activities carried on by Company or any of its subsidiaries or affiliates. The Grantee acknowledges that during the Restricted Period, the Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its subsidiaries or affiliates that were within the Executive's management responsibility at any time within the twelve-month period immediately prior are different from and in addition to the termination areas in which Grantee primarily works for Company (the “Additional Protected Areas of Business”). As a result, the Executive's employment with the CompanyGrantee agrees he/she shall not own, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United Statesmanage, control, operate, invest in, acquire an interest in, or otherwise act for, act on behalf, or provide the same or similar services to, any substantially comparable political subdivision Person that engages in the Additional Protected Areas of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company The Grantee acknowledges and agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, geographical limitations and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of this covenant not to compete are reasonable. To the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines extent that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 1013(a) conflict with any other agreement signed by Grantee relating to non-competition, or any part thereof, to be unreasonable because the provisions that are most protective of the duration or scope of such provisionCompany’s, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct subsidiaries’ or indirect subsidiariesaffiliates’, interests shall govern.
Appears in 1 contract
Samples: Restricted Stock Units Agreement (Davita Healthcare Partners Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be Executive agrees that, for a term beginning period --------------- commencing on the effective date hereof and continuing until ending two years after the termination of his employment with the Corporation for any reason, he shall not, except as provided in (b) below, anywhere in the United States (or for such lesser area or such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the competitive activity of Executive) directly or indirectly:
(i) the first anniversary solicit or attempt to solicit business of any customers of the Date Corporation or BETA (including prospective customers solicited by the Corporation or BETA during the term of Termination his employment) for products or services the same or similar to those offered, sold, produced or under development by the Corporation or BETA during the term of his employment therewith or dealt in by Executive during his employment with the Corporation;
(ii) solicit or attempt to solicit for any business endeavor any employee of the Corporation or BETA;
(iii) interfere with any business relationship between the Corporation or BETA and any other person or entity;
(v) use the name of the Corporation or BETA or a name similar thereto; or
(vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person which is engaged in activities which, if performed by Executive would violate this Section 10; provided, however, that notwithstanding the foregoing, Executive shall -------- ------- not have any obligation under this Section 11 (although Executive's obligations under Section 10 shall continue unimpaired) if either (A) Executive's employment hereunder is terminated by the Company for Cause Corporation other than pursuant to Section 7(a), 7(b) or due to Disability or by the Executive without Good Reason7(d), or (iiB) after a Change of Control, (x) the last day of the Severance Period if the Corporation does not renew Executive's employment is terminated by upon expiration of the Company without Cause (and not due to DisabilityEmployment Term other than for reasons specified in Section 7(a), 7(b) or upon 7(d), or (y) the Corporation does not offer a Change renewal of Control Executive's employment on terms at least as favorable as those prevailing during the last year of the Employment Term. The foregoing shall not prevent Executive from purchasing or by owning up to five percent of the Executive for Good Reasonvoting securities of any corporation, the securities of which are publicly-traded.
(b) During Notwithstanding anything to the term contrary contained in this Agreement, in the event that upon termination of Non-Competitionemployment for any reason, Executive acquires BETA from the Corporation, the Executive shall not provisions of Section 11 (other than for the benefit of the Company or its affiliates pursuant to this Agreementa) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and 11 shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, deemed to be unreasonable because of in effect, except that the duration or scope of such provision, such court language shall have the power be deemed modified to reduce the duration or scope of such delete "BETA" from each and every provision and to enforce such provision as so reducedthereof.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term From the date hereof until the termination of the Employment Period (subject to extention as set forth below, the “Non-Competition (herein so called) shall be for a term beginning on Period”), the effective date hereof and continuing until Executive:
(i) shall not engage, directly or indirectly, in any activities whether as employer, proprietor, partner, shareholder (other than the first anniversary holder of less than 5% of the Date stock of Termination if a corporation, the Executive's employment is terminated by securities of which are traded on a national securities exchange or in the over-the-counter market), director, officer, employee or otherwise, in competition within the United States, England and Canada with the Company for Cause or due to Disability or by the Executive without Good Reason, or any of its affiliates;
(ii) the last day shall not solicit, directly or indirectly, any person who is a customer or supplier of the Severance Period if Company, any of its affiliates or Windward Capital Partners II, L.P., Windward Capital II, LP, LLC, Windward/MSG Co-Invest, LLC and Windward Acquisition/MS, LLC (collectively, “Windward”) for the Executive's purpose of acquiring, marketing, leasing or selling mobile or fixed storage containers (the “Company Business”); and
(iii) shall not induce or actively attempt to persuade any employee of the Company, any of its affiliates or Windward to terminate his employment is terminated by the Company without Cause (and not due relationship in order to Disability) or upon a Change of Control or by the Executive for Good Reasonenter into any competitive employment.
(b) During the term of Non-CompetitionExcept as required by law, the Executive shall not not, at any time during the Non-Competition Period or thereafter, make use of any confidential information of the Company, Windward or any of their respective affiliates, nor divulge any trade secrets or proprietary or confidential information of the Company, Windward or any of their respective affiliates (including, without limitation, information relating to customers, suppliers, contracts, business plans and developments, discoveries, processes, products, systems, know-how, books and records), except to the extent that such information becomes a matter of public record (other than for as a result of disclosure by the benefit Executive), is published in a newspaper, magazine or other periodical available to the general public or as Windward may so authorize in writing. When the Executive shall cease to be employed by the Company, the Executive shall surrender to the Company or Windward all records and other documents obtained by him or entrusted to him during the course of his employment hereunder (together with all copies thereof) which pertain to the business of the Company or its affiliates pursuant to this Agreement) directly Windward or indirectly, render services to, assist, participate in which were paid for by the affairs of, or otherwise be connected with, any person or enterprise (Company other than the Company), which person or enterprise is engaged in, or is planning Executive’s counterparts of this Agreement and employment-related documents referred to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseherein.
(c) During The covenants contained in clauses (i) and (ii) of Section 4.1(a) shall apply within all territories in which the term Company is actively engaged in the conduct of business during the Non-Competition, Executive will not, Competition Period.
(e) It is the desire and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier intent of the Company parties that the provisions of Sections 4.1(a) and 4.1(b) shall be enforced to terminate its employment the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of Sections 4.1(a) or arrangement 4.1(b) shall be adjudicated to he invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the Companyoperation of such provision in the particular jurisdiction in which such adjudication is made. In addition, otherwise change its relationship should any court determine that the provisions of Sections 4.1(a) or 4.l(b) shall be unenforceable with respect to scope, duration or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to the Company or establish any relationship with and Windward, to the Executive or any fullest extent permitted by applicable law, the benefits intended by Sections 4.1(a) and 4.1(b).
(f) The covenants contained in Section 4.l(b) shall survive the conclusion of the Executive’s employment by the Company and/or his affiliates for any business purpose deemed competitive with the business service as an officer of the Company.
(dg) If, at any time, the Executive sells or transfers any securities of the Company to the Company or to any then-current shareholder of the Company, a subsequent Non-Competition Period shall begin on the effective date of any such sale or transfer and expire on the first anniversary of such effective date; provided, however, that such subsequent Non-Competition Periods shall not extend beyond the tenth (10th) anniversary of the date hereof. Each and every provision of this Agreement applicable to the Executive and the Company during the original Non-Competition Period shall apply with equal force and effect to the Executive and the Company during such subsequent Non-Competition Period and any reference in this Agreement to the “Non-Competition Period” shall be deemed to include such subsequent Non-Competition Period.
(h) In the event Executive violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases and all appeals, if any, are resolved.
(i) The Executive acknowledges and agrees that the geographic boundariescovenants, scope obligations and agreements of prohibited activitiesthe Executive contained herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its successors irreparable injury for which adequate remedies are not available at law. In the event of a breach or threatened breach by Executive of any provision of this Agreement, the Company and its successors, without proving actual damages, shall be entitled to an injunction (without the requirement to post bond) restraining Executive from (a) soliciting or interfering with employees, consultants, independent contractors, customers or suppliers of the Company, its affiliates or their respective successors, (b) disclosing, in whole or in part, the private, secret and confidential information described herein, or from rendering any services to any person, firm, corporation, association or other entity to whom such information has been disclosed, or is threatened to be disclosed, (c) engaging, participating or otherwise being connected with any arrangement in competition with the Company’s Business described in Section 4.1 or (d) otherwise violating the provisions of this Agreement. Nothing herein contained shall be construed as prohibiting the Company or its successors from pursuing any other remedies available to it or them for such breach or threatened breach, including without limitation the recovery of damages from Executive.
(j) The Executive acknowledges and agrees that he has and will have a prominent role in the management, and time duration the development of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill goodwill, of the Company and its affiliates and has and will establish and develop relations and contacts with the confidentiality principal customers and suppliers of their Confidential Informationthe Company and its affiliates in the United States and the rest of the world, if any, all of which constitute valuable goodwill of, and could be used by the Executive to compete unfairly with, the Company and its affiliates and that (i) the Executive has obtained confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States and the rest of the world that could be used to compete unfairly with the Company and its affiliates, (ii) the covenants and restrictions contained herein are intended to protect the other legitimate business interests of the Company and its affiliatesaffiliates in their respective goodwill, trade secrets and other confidential and proprietary information, and (iii) the Executive desires to be bound by such covenants and restrictions.
(ek) If any court determines The Executive represents that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected his economic means and shall be given full effect without regard to the invalid provisions. If any court construes any of circumstances are such that the provisions of this Section 10Agreement, or any part thereofincluding the restrictive covenants herein, will not prevent him from providing for himself and his family on a basis satisfactory to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision him and to enforce such provision as so reducedthem.
(fl) As used in If the Executive raises any question as to the enforceability of any part or terms of this Section 10Agreement, "Company" shall include Atrium Corporation including, without limitation, the restrictive covenants contained herein, the Executive agrees that he will comply fully with this Agreement unless and any until the entry of its direct or indirect subsidiariesan award to the contrary.
Appears in 1 contract
Non-Competition. The provisions In further consideration of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to consummation of the Executive.
transactions contemplated herein, each Seller Party covenants and agrees that until the fifth (a5th) The term anniversary of the Closing Date (the “Non-Competition (herein so called) shall be for a term beginning on Period”), neither it nor its Affiliates, shall, without the effective date hereof and continuing until (i) the first anniversary prior written consent of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good ReasonBuyer, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) either directly or indirectly, render services towhether or not for consideration, assist, participate in the affairs of(a) solicit business from, or otherwise compete with Buyer for the business of, any current or prospective customer of the Business for the purchase of services or products the same as or substantially similar to, or which may be connected otherwise used in substitution for, products or services manufactured, sold or provided by the Business anywhere in North America or any other territory in which Seller sold products through the Business during the two (2) years prior to the Closing Date; (b) operate, control, advise, be engaged by, perform any consulting services for, invest in or otherwise become associated in any capacity with, any person or enterprise (other than the Company)business, which person or enterprise is engaged incompany, partnership, organization, proprietorship, or is planning to engage inother entity, and shall not personally engage inwho or which, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within during the twelveNon-month period immediately Competition Period, competes with the Business anywhere in North America or any other territory in which the Seller sold products through the Business during the two (2) years prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the CompanyClosing Date; or (iic) utilize engage in any practice the Executive's services in selling purpose of which is to evade the provisions of this covenant; provided, however, that nothing contained herein shall prevent any products similar Seller Party from acquiring an equity interest of up to such products two percent (2%) of the Company to any person an entity whose shares are traded on a national securities exchange or entity to which the Company sold or actively attempted to sell such products within the twelveover-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business")the-counter market. Notwithstanding the foregoing, the Company The Buyer covenants and agrees that during the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-CompetitionCompetition Period, Executive will notneither it nor its Affiliates, and will not permit any shall, without the prior written consent of his affiliates toSeller, either directly or indirectly, recruit whether or not for consideration, (a) solicit business from, or otherwise solicit compete with Seller for the business of, any current or induce any employeeprospective customer of KyotoCooling for the purchase of services or products the same as or substantially similar to, customeror which may be otherwise used in substitution for, subscriber products or supplier of the Company to terminate its employment services manufactured, sold or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive provided by KyotoCooling anywhere in North America or any of his affiliates for any business purpose deemed competitive with other territory in which Seller sold products through KyotoCooling during the business of the Company.
two (d2) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard years prior to the invalid provisions. If Closing Date; or (b) engage in any court construes any practice the purpose of which is to evade the provisions of this Section 10covenant; provided, however, that nothing contained herein shall prevent Buyer or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct Affiliates from acquiring an equity interest of up to two percent (2%) of an entity whose shares are traded on a national securities exchange or indirect subsidiariesover-the-counter market.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The During the Term except if the Employee terminates Employee's employment hereunder as a result of a Continued Company Breach (as such term of Non-Competition is defined in (herein so called(c)) shall be for a term beginning on the effective date hereof and continuing until (ibelow) the first anniversary Employee agrees that Employee will not, directly or indirectly, enter into or participate (whether as owner, partner, shareholder, officer, director, salesman, consultant, employee, principal, or in any other relationship or capacity) in any business operating or providing services in any State in which the Company or its affiliates are operating or providing services as of the Date date of Termination if termination which directly or indirectly, through subsidiaries or otherwise, manages or performs the Executive's employment is terminated by following business activities and services: residential and commercial and real estate lending; servicing loan portfolios and/or mortgage or real estate brokerage services (a "Competing Entity"); provided that the Company for Cause or due Employee may own up to Disability or by the Executive without Good Reason, or (ii) the last day one percent of the Severance Period if outstanding equity securities of any Competing Entity that is subject to the Executive's employment is terminated by public reporting requirements of the Company without Cause (and not due to Disability) or upon a Change Securities Exchange Act of Control or by the Executive for Good Reason1934.
(b) During the term Term and for one year after the termination of Non-Competitionthe Employee's employment hereunder for any reason, and unless the Company terminates the Employee's employment without Cause or the Employee terminates his employment due to a Continued Company Breach or for Good Reason, and except for a "Permitted Contact" as defined below, the Executive Employee shall not not, without the prior written consent of the Company, directly or indirectly, (other than for i) solicit, request, cause or induce any person who is at the benefit time, or twelve months prior thereto had been, an employee of or a consultant to the Company to leave the employ of or terminate Employee's relationship with the Company or (ii) employ, hire, engage or be associated with, or endeavor to entice away from the Company any such person, or any customer of the Company or its affiliates pursuant or (iii) attempt to this Agreement) directly limit or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, interfere with any business that is in any respect competitive with the business of the Company, with respect to any products of agreement or relationship existing between the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment and/or its affiliates with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausethird party.
(c) During As used herein, (i) "Continued Company Breach" shall mean three separate instances of a material breach during the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier Term by the Company of the Company obligations it owes the Employee pursuant to terminate its employment or arrangement with the CompanySection 1, otherwise change its relationship with Section 4(a) and Section 5 hereof after the Company or establish any relationship with has received written notice from the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, Employee regarding each such breach and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and fails to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.cure each
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Within the Term of Non-Competition (herein so called) shall be the Agreement and for a term beginning on period of one year thereafter (such period being the effective date hereof “Restricted Period”), the Contractor and continuing until (i) PCF shall not, unless the first anniversary PCF receives the prior written consent of the Date Board of Termination if Directors, own a material interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, Contractor, stockholder, consultant or otherwise, any Person that competes with the Executive's employment is terminated Company in owning, operating or managing a bioethanol or biodiesel plant, or any other business actively being pursued by or developed by the Company for Cause or due to Disability or by during the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonTerm.
(b) During The Contractor and PCF have carefully read and considered the term provisions of Non-Competitionthis Section 5.2 and, having done so, agrees that the Executive shall not restrictions set forth in this Section 5.2 (other than including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the benefit protection of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business interests of the Company, with respect its officers, directors, employees, creditors and shareholders. The Contractors understand that the restrictions contained in this Section 5.2 may limit their and PCF’s ability to any products of engage in a business similar to the Company's business, but acknowledges that PCF will receive sufficiently high remuneration from the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior hereunder to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to justify such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauserestrictions.
(c) During the term of Non-CompetitionRestricted Period, Executive will the Contractor and PCF shall not, and will not permit whether for their own account or for the account of any of his affiliates toother Person (excluding the Company), directly or indirectlyintentionally (i) solicit, recruit or otherwise solicit endeavor to entice or induce any employee, customer, subscriber employee or supplier contractor of the Company to terminate its the Executive's employment or arrangement with the Company, otherwise change its relationship contractors contract with the Company or establish any relationship accept employment with the Executive anyone else or any of his affiliates for any business purpose deemed competitive (ii) interfere in a similar manner with the business of the CompanyCompany including its contracting parties, customers or clients, suppliers, creditors and financiers.
(d) The Executive acknowledges that In the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines event that any portion provision of this Section 10 is invalid 5.2 relating to the Restricted Period or unenforceablethe areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the remainder Restricted Period or areas of this Section 10 shall not thereby be affected restriction deemed reasonable and shall be given full effect without regard to enforceable by the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have become and thereafter be the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmaximum time period and/or areas.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Supply of Services Agreement (Four Rivers Bioenergy Inc.)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
Executive acknowledges that (a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonengages in a competitive business, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term Executive’s services and responsibilities are unique in character and are of particular significance to the Company, (c) the Executive’s position with the Company will place him in a position of confidence and trust with the customers, suppliers and Executives of the Company, and (d) the Executive’s position with the Company will provide him access to Confidential Information which is valuable and material to the business and competitive position to the Company. The Executive therefore agrees that during the Executive’s employment with the Company and for a period of eighteen (18) months after the termination of Executive’s employment for any reason (the “Non-CompetitionCompete Period”), the Executive shall he will not (other than for the benefit as a director, Executive, agent or consultant of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit as an individual proprietor, partner, shareholder, member, officer, director, Executive, consultant, independent contractor, joint venturer, investor or otherwise solicit lender, participate in any business or induce enterprise engaged anywhere in the United States or any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with other country in which the Company’s products have during the Employment Period been marketed or sold in the business of designing and marketing of sunglasses, otherwise change its relationship with the Company reading glasses, optical frames or establish any relationship with the Executive fashion jewelry, or any of his affiliates for any business purpose deemed similar to or competitive with the business which the Company or any of its subsidiaries engaged in the same trade or business were providing, in either case, at any time while the Executive was employed by the Company, unless the Executive shall have obtained the prior written consent of the Board, provided, that the foregoing restrictions shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and neither the Executive nor any group of persons including the Executive either directly or indirectly in any way manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as a shareholder or seeks to do any of the foregoing. Executive agrees that because of the nature of the Company.
(d) The Executive acknowledges that ’s business, the geographic boundaries, scope nature of prohibited activitiesthe Executive’s job responsibilities, and time duration the nature of the preceding paragraphs are reasonable in nature Confidential Information and are no broader than are necessary to maintain the goodwill trade secrets of the Company and its affiliates and which the confidentiality Company will give Executive access to, any breach of their Confidential Information, and to protect this paragraph by Executive would result in the other legitimate business interests inevitable disclosure of the Company Company’s trade secrets and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard Confidential Information to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiariescompetitors.
Appears in 1 contract
Samples: Employment Agreement (FGX International Holdings LTD)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of for six months from the Date of Termination if the ExecutiveEmployee's employment is terminated by the Company for Cause or due to Disability or by the Executive Employee without Good Reason, or (ii) the last day of the Severance Period if the ExecutiveEmployee's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive Employee for Good Reason.
(b) During the term of Non-Competition, the Executive Employee shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the ExecutiveEmployee's management responsibility at any time within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company, in any capacity which would (i) utilize the ExecutiveEmployee's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company; or (ii) utilize the ExecutiveEmployee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the ExecutiveEmployee's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive Employee does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive Employee will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Employee or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 11 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 1011, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Executive agrees that during his employment by the Company and during the Severance Period following the termination of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment hereunder (the "Non-Competitive Period"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, (i)Eany business which is terminated competitive with products or services of the ABC Group in any geographic area in the United States of America, Central and South America and Canada where, at the time of the termination of his employment hereunder, the business of the ABC Group was being conducted or was proposed to be conducted in any manner whatsoever or (ii)Eany business conducted under any corporate or trade name utilized by any member of the ABC Group or any name similar thereto without the prior written consent of the Company; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, during the Non-Competitive Period, request or cause any suppliers or customers with whom any member of the ABC Group has a business relationship to cancel or terminate any such business relationship with any member of the ABC Group, or solicit, interfere with or entice from the Company for Cause any employee (or due to Disability or by the Executive without Good Reason, or (iiformer employee) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good ReasonABC Group.
(b) During If any portion of the term restrictions set forth in this Section 9 should, for any reason whatsoever, be declared invalid by a court of Non-Competitioncompetent jurisdiction, the Executive validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected.
(other than c) Executive acknowledges that the ABC Group conducts business throughout the United States, that its sales and marketing prospects are for continued expansion throughout the Xxxxxx Xxxxxx, Xxxxxxx xxx Xxxxx Xxxxxxx xxx Xxxxxx and that, therefore, the territorial and time limitations set forth in this Section 9 are reasonable and properly required for the benefit adequate protection of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the CompanyABC Group. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, with respect Executive agrees to any products the reduction of the Company that were within the Executive's management responsibility at any territorial or time within the twelve-month period immediately prior limitation to the termination area or period which such court shall deem reasonable.
(d) The existence of any claim or cause of action by Executive against any member of the Executive's employment with ABC Group shall not constitute a defense to the Company, in enforcement by the Company or any capacity which would (i) utilize the Executive's services with respect to such business within any state subsidiary or affiliate of the United Statesforegoing restrictive covenants, but such claim or any substantially comparable political subdivision cause of any other country, wherein action shall be litigated separately.
(e) In the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the event Executive's employment with the Company terminates for any reason other than termination by the Company within one year following a Change in Control of the ABC, the Company and Executive agree that in consideration of the payments being made to Executive during the Severance Period, Executive shall be available during the Severance Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries with respect to the affairs of the Company and its subsidiaries on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a "Competing Business")major portion of his time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of-pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries, payable at the end of each month during such period. Notwithstanding the foregoing, in the Company agrees event that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is seeks full-time employment with a Competing Business so third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Executive does not otherwise participate in such Competing Business in any way prohibited by Company, then if the preceding clause.
(c) During the term Board of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier Directors of the Company to terminate determines in its reasonable discretion that Executive's employment or arrangement with the Company, otherwise change its relationship with third party will not cause him to breach the Company or establish any relationship with the Executive or any provisions of his affiliates for any business purpose deemed competitive with the business Section 9 of the Company.
this Agreement (d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader other than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
this subsection (e)) If any court determines and Executive provides the Board of Directors with a letter signed by the third party stating that any portion of this Section 10 is invalid or unenforceablesuch third party will not accept Executive's services as described above, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, subsection (e) shall immediately terminate and be of no further force or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedeffect.
(f) As used in Notwithstanding anything herein to the contrary, this Section 109 shall automatically terminate if the Company terminates Executive's employment within one year following the effective date of a Change in Control of ABC, "Company" shall include Atrium Corporation and or if the Company fails to make any of its direct payments due to Executive under Sections 7(g), 7(i), 7(j) or indirect subsidiaries9(e).
Appears in 1 contract
Non-Competition. This Section 12(d) shall apply only if the Grantee is an executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) and experiences a Qualifying Termination or Retirement that affects this Award.
i. The Grantee understands the global nature of the Company’s businesses and the effort the Company undertakes to develop and protect its business, goodwill, confidential information and competitive advantage. Accordingly, the Grantee recognizes and agrees that the scope and duration of the restrictions described in this provision are reasonable and necessary to protect the legitimate business interests of the Company. All payments and benefits to the Grantee under this Agreement are conditioned expressly on the Grantee’s compliance with the provisions of this Section 10 are 12(d). During the Grantee’s employment with the Company and for a period of one (1) year following the Grantee’s termination of employment for any reason, the Grantee shall not:
A. singly, jointly, or in consideration for the Company's promise any other capacity, in Section 7 a manner that contributes to continue to make appropriate Confidential Information available any research, design, development, strategy, marketing, promotion, or sales, or that relates to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's Grantee’s employment with the Company, directly or beneficially engage in, manage, join, participate in any capacity which would the management, operation or control of, or work for (i) utilize as an employee, a consultant or an independent contractor), or permit the Executive's services with respect to such business within any state use of the United StatesGrantee’s name by, or any substantially comparable political subdivision of any provide financial or other countryassistance to, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity operating in the animal health industry that provides products or services that are the same or substantially similar to those provided by the Company or any Affiliate (a “Competitor”), provided that the foregoing shall not limit the Grantee from providing services or assistance to a subsidiary or affiliate of a Competitor in a situation in which the Company sold Grantee provides no services or actively attempted to sell such products within the twelve-month period immediately prior assistance whatsoever to the termination subsidiary or affiliate that is a Competitor without the express written approval of the Executive's employment with Chairman of the Board; or
B. provide any service or assistance to a Competitor (1) that is of the general type of service or assistance provided by the Grantee to the Company or any Affiliate, (2) that relates to any animal health work with which the Grantee was involved during the Grantee’s employment, or (3) in which there is a "Competing Business"). Notwithstanding the foregoing, the Company agrees reasonable possibility that the Executive may own Grantee may, intentionally or inadvertently, use or rely upon the Company’s or an Affiliate’s secret or confidential information. Nothing in this Section 12(d) prohibits the Grantee from purchasing or owning less than five percent (5%) of the outstanding voting publicly traded securities of any publicly traded company corporation, provided that such ownership represents a passive investment and the Grantee is not a Competing Business controlling person of, or a member of a group that controls, such corporation. This provision does not in any way restrict or impede the Grantee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Grantee shall promptly provide written notice of any such order to the Company’s CEO.
ii. If the Grantee breaches or threatens to breach the obligations described in this Section 12(d), the Company or its successors in interest shall have, in addition to all other remedies at law, the right to an injunction (without posting of bond to the extent legally permitted), specific performance, and other equitable relief to prevent violations of the Grantee’s obligations under this Section 12(d) (including but not limited to the ability to cease and/or recoup payments and benefits provided under this Agreement). In the event that the Grantee is found to have breached any provision set forth in this Section 12(d), the applicable time period shall be deemed tolled for so long as the Executive does not otherwise participate Grantee was in such Competing Business in any way prohibited by the preceding clauseviolation of that provision.
(c) During the term iii. If a court of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines competent jurisdiction declares that any portion term or provision of this Section 10 12(d) is invalid or unenforceable, the remainder Company and the Grantee intend that (A) the court making the determination of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, invalidity or any part thereof, to be unreasonable because of the duration or scope of such provision, such court unenforceability shall have the power to reduce the duration scope, duration, or scope geographic area of such the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to enforce such provision expressing the intention of the invalid or unenforceable term or provision, (B) the Company and the Grantee shall request that the court exercise that power, and (C) the Agreement shall be enforceable as so reducedmodified after the expiration of the time within which the judgment or decision may be appealed.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Performance Based Award Agreement (Elanco Animal Health Inc)
Non-Competition. The provisions (a) In consideration of this Section 10 are in consideration for the benefits to be provided to Executive hereunder, Executive covenants that she will not, without the prior written consent of the Company's promise , during the Employment Period and the twelve (12) month period following her termination of employment for any reason or, if terminated pursuant to Section 6(e) hereof, the Remaining Period, if greater (the "Restriction Period"), engage in Section 7 to continue to make appropriate Confidential Information available to any way, directly or indirectly, in any business whose product or activities directly compete with the Executiveproducts or activities of Philips Medical Systems or the Company anywhere where Philips Medical Systems or the Company conducts its businesses, other than in her capacity as an employee of the Company.
(ab) The term of Non-Competition (herein so called) shall be Executive hereby covenants and agrees that, at all times during the Employment Period and for a term beginning on period of one (1) years immediately following her termination for any reason, Executive shall not employ or seek to employ any person employed at that time by Philips Medical Systems or the effective date hereof Company, or otherwise encourage or entice such person or entity to leave such employment.
(c) Executive hereby covenants and continuing until agrees that, at all times during the Restriction Period, Executive will not (i) pursue or attempt to develop any project known to Executive and which Philips Medical Systems or the first anniversary Company are pursuing, developing or attempting to develop as of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing BusinessProject"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit alone, in association with or otherwise solicit as a shareholder, principal, agent, partner, officer, director, employee or induce consultant of any employee, customer, subscriber other organization or supplier of (ii) divert to any entity which is engaged in any business conducted by Philips Medical Systems or the Company to terminate its employment in the same geographic area as Philips Medical Systems or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive Project or any customer of his affiliates for any business purpose deemed competitive with the business of Philips Medical Systems or the Company.
(d) The Executive acknowledges that the geographic boundariesrestrictions, scope prohibitions and other provisions of prohibited activitiesthis Section 10 are reasonable, fair and time duration of the preceding paragraphs are reasonable equitable in nature scope, terms and are no broader than duration, are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If are a material inducement to the Company to enter into this Agreement. It is the intention of the parties hereto that the restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court determines of competent jurisdiction shall determine that any portion of this Section 10 the foregoing restrictions is invalid or unenforceableexcessive, the remainder of this Section 10 such provision shall not thereby be affected and entirely void, but rather shall be given full effect without regard limited or revised only to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, extent necessary to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedmake it enforceable.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for (a) Executive acknowledges that he will perform services hereunder which directly affect the Company's promise in Section 7 business presently conducted within the territory comprised of any area located within the continental United States (the "Territory"). Accordingly, the parties hereto deem it necessary to continue to make appropriate Confidential Information available to enter into the Executive.
(a) The term protective agreement set forth below, the terms and conditions of Non-Competition (herein so called) shall be for a term beginning on which have been negotiated by and between the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasonparties hereto.
(b) During Executive agrees with the term Company that for so long as he is employed by the Company hereunder, and for a period of Non-Competitionone (1) year after the termination date of his employment hereunder (provided that the reason for such termination is for cause, because of voluntary termination by him or because of the expiration of this Agreement), Executive shall not (other than for not, without the benefit prior written consent of the Company, within the geographical limits of the Territory, either directly or indirectly engage in, or perform managerial or executive services of the same type performed or to be performed by Executive pursuant to this Agreement for, any business or organization that engages in the sale or distribution of healthcare information software or services of the type offered or provided by the Company if the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate successors are then engaged in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Companysale or distribution of healthcare information software or services in the Territory; provided, with respect to any products of the Company however, that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to nothing contained in this Section 8(b) shall prohibit Executive following the termination of this Agreement from performing sales functions or sales responsibilities of a non-managerial or executive nature for a business or organization that engages in the Executive's employment with sale or distribution of healthcare information software or services of the type offered or provided by the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausethereby breach his obligations under Section 8(c) of this Agreement.
(c) During the term of Non-Competition, Executive will not, and agrees that he will not permit take any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier customer lists of the Company after leaving his employ and that he will, for so long as he is employed by the Company hereunder, and for a period of one (1) year after the termination date of his employment hereunder (provided that the reason for such termination is for cause, because of voluntary termination by him other than pursuant to terminate its Section 6.3 hereof or because of the expiration of this Agreement), refrain from soliciting or attempting to solicit directly or indirectly or by assisting others, any business from any of the Company's customers, including actively sought prospective customers, with whom Executive had material contact during his employment for purposes of providing products or arrangement services that are similar to or competitive with those provided by the Company, otherwise change its relationship with namely healthcare information systems and support services of the Company type offered or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of provided by the Company.
(d) The Executive acknowledges agrees with the Company that for so long as he is employed by the Company hereunder, and for a period of one (1) year after the termination date of his employment hereunder (provided that the geographic boundariesreason for such termination is for cause, scope because of prohibited activities, and time duration voluntary termination by him or because of the preceding paragraphs are reasonable in nature and are no broader than are necessary expiration of this Agreement), refrain from recruiting or hiring, or attempting to maintain the goodwill recruit or hire, directly or by assisting others, any employee of the Company and its who is employed by the Company or any successor or affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company if the Company or its successor or affiliates is then engaged in the business of the sale and its affiliatesdistribution of healthcare information systems and support services of the type offered or provided by the Company.
(e) If any court determines that any portion The covenants of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used Executive set forth in this Section 108 are separate and independent covenants for which valuable consideration has been paid, "Company" the receipt, adequacy and sufficiency of which are acknowledged by Executive, and have also been made by Executive to induce the Company to enter into this Agreement. The aforesaid covenants may be availed of or relied upon by the Company in any court of competent jurisdiction, and shall include Atrium Corporation form the basis of injunctive relief and damages including expenses of litigation (including but not limited to reasonable attorney's fees) suffered by the Company arising out of any breach of its direct the aforesaid covenants by Executive. The covenants of Executive set forth in this Section 8 are cumulative to all other covenants of Executive in favor of the Company contained in this Agreement and shall survive the termination of this Agreement for the purposes intended. Should any covenant, term or indirect subsidiariescondition contained in this Section 8 become or be declared invalid or unenforceable by a court of competent jurisdiction, then the parties request that such court judicially modify such unenforceable provision consistent with the intent of Section 8 so that it shall be enforceable as modified, and in any event the invalidity of any provision of Section 8 shall not affect the validity of any other provision in Section 8 or elsewhere in this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Halis Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term During the two-year period commencing on the date Executive’s employment with the Company ends, Executive shall not be employed or otherwise involved with any of the companies or business units described in Section A of the Schedule of Competitors attached hereto, and any successors thereto and spinoffs therefrom. For avoidance of doubt, Executive may be employed or involved with a company that owns any of the specifically identified companies in Section A of the Schedule of Competitors or any company that is not primarily focused on or engaged in activities relating to the Hispanic market (“Non-Competition (herein Hispanic Business Company”) so called) long as he is not employed by or otherwise directly involved with such specifically identified companies or such activities, and Executive shall not be for a term beginning deemed to be directly involved in such specifically identified companies or activities relating to the Hispanic market if less than 20% of his duties, responsibilities and activities with respect to any Non-Hispanic Business Company arise from or relate to such specifically identified companies or activities relating to the Hispanic market, including companies or business units that are primarily focused on or engaged in such activities. Executive shall have the effective date hereof burden of demonstrating that his duties, responsibilities and continuing until (i) activities with respect to such specifically identified companies and activities relating to the first anniversary Hispanic market constitute less than 20% of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonhis overall duties, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (responsibilities and not due to Disability) or upon a Change of Control or by the Executive for Good Reasonactivities with any company.
(b) During the term of Nonone-Competition, year period following the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the date Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's ’s employment with the Company (a "Competing Business"). Notwithstanding the foregoingends, the Company agrees that the Executive may own less than five percent shall not be employed or otherwise involved with any of the outstanding voting securities companies set forth in Section B of the Schedule of Competitors attached hereto, and any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clausesuccessors thereto and spinoffs therefrom.
(c) During The Company may amend the term Schedule of Non-CompetitionCompetitors attached hereto from time to time prior to the date either party provides a notice of termination of employment to the other party; provided, Executive will nothowever, and will that the number of companies set forth in Section B of such Schedule may not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the be increased. The Company shall not unreasonably withhold its consent to terminate its Executive’s employment or arrangement other involvement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions named competitors on the Schedule of this Section 10Competitors. Notwithstanding anything herein to the contrary, or the Executive may hold passive investments in any part thereof, to be unreasonable because enterprise the shares of which are publicly traded if such investment constitutes less than one percent (1%) of the duration or scope equity of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedenterprise.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Samples: Executive Employment and Non Competition Agreement (Univision Communications Inc)
Non-Competition. The provisions (i) Each Restricted Party is familiar with the trade secrets related to the Company and the Business, and with other Confidential Information concerning the Company and the Business, including all (A) inventions, technology and research and development related to the Business, (B) customers and clients and customer and client lists related to the Business, (C) products (including products under development) and services related to the Business and related costs and pricing structures and manufacturing techniques, (D) accounting and business methods and practices related to the Business and (E) similar and related confidential information and trade secrets related to the Business. Each Restricted Party acknowledges and agrees that the Company would be irreparably damaged if any of this Section 10 are the Restricted Parties were to directly or indirectly provide services to any Person competing with the Business or engaging in a similar business and that such direct or indirect competition by any Restricted Party would result in a significant loss of goodwill by the Company.
(ii) In further consideration for the Company's promise Buyer’s payment to Restricted Parties of the Purchase Price under this Agreement (in Section 7 respect of which payment each of the Restricted Parties expressly acknowledges that it derives a substantial and direct benefit), and in order to continue to make appropriate Confidential Information available to protect the Executive.
value of the Company and the Business acquired by the Buyer hereunder (aincluding the goodwill inherent in the Company and the Business as of the date hereof), each Restricted Party hereby agrees that for a period of three (3) The term of years commencing on the Effective Date (the “Non-Competition (herein so called) Period”), such Restricted Party shall be for not acquire or hold any economic or financial interest in, act as a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reasonpartner, member, shareholder, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectlyRepresentative of, render any services to, assist, participate in the affairs of, or otherwise be connected with, operate or hold an interest in any person or enterprise Person (other than the Company)Seller) having any location in any country in which the Business currently operates which entity, which person enterprise or enterprise is engaged other Person primarily engages in, or is planning to engage in, and shall not personally engage in, engages in the management or operation of any Person that primarily engages in any business that is in any respect competitive competes with the business Business; provided, however, that nothing contained herein shall be construed to prohibit any Restricted Party from purchasing up to an aggregate of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would two percent (i2%) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent class of the outstanding voting securities of any publicly traded company that other Person whose securities are listed on a national securities exchange (but only if such investment is held on a Competing Business so long as purely passive basis). Notwithstanding the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competitionforegoing, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier if a Restricted Party becomes an employee of the Company to terminate its employment or arrangement with the CompanyBuyer, otherwise change its relationship with the Company or establish any relationship with Non-Competition Period shall be the Executive or any of his affiliates for any business purpose deemed competitive with the business later of the Companydate that is (A) three (3) years from the Effective Date or (B) one (1) year from the Restricted Party’s resignation or termination of employment.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company (the “Non-Competition Compete Restricted Period”), (herein so calledA) Executive shall not, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business that competes with a material line of business of the Company, Holdings or their subsidiaries (subject to the following proviso, the “Business”) at any time; provided that for periods after the date of Executive’s termination of employment, “material line of business” will be determined as of the date of Executive’s termination of employment; (B) Executive shall not engage in the Business on Executive’s own account; (C) Executive shall not invest in any such Business, directly or indirectly, as an individual, partner, shareholder, principal, member, trustee or similar capacity and (D) Executive shall not solicit or assist in soliciting in competition with Company in the Business, the business of any then current or prospective client or former customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company; provided, however, that nothing contained in this Section 8(a) shall be for a term beginning on the effective date hereof and continuing until deemed to prohibit (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause ’s involvement in any capacity in any health plan, health insurance business or due to Disability or by the Executive without Good Reasonhealth care financing business, or (ii) the last day Executive from acquiring, solely as an investment, up to five percent (5%) of the Severance Period if outstanding shares of capital stock of any public corporation or (iii) Executive’s passive investments in existence as of the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reasondate hereof.
(b) During the term Employment Term and, for a period of twenty-four months following the date Executive ceases to be employed by the Company (the “Non-CompetitionSolicit Restricted Period”), the Executive shall not not, directly or indirectly:
(other than for the benefit i) solicit or encourage any manager or executive of the Company to leave the employment or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business engagement of the Company, with respect to ; or
(ii) hire any products manager or executive of the Company that were who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or within the Executive's management responsibility at any time within the twelve-month period immediately one year prior to to, the termination of the Executive's ’s employment with the Company. provided, in any capacity which would however, that the foregoing clause (i) utilize the Executive's services with respect to shall not preclude Executive from (A) making good faith generalized solicitations for employees through advertisements or search firms and hiring any persons through such business within any state solicitations if Executive was not aware of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately person’s prior to the termination of the Executive's employment with the Company; provided, that Executive does not encourage or advise such firm to approach any such employee and such searches are not targeted or focused on the Company’s employees, or (iiB) utilize the Executive's services in selling responding to or hiring any products similar to such products employee of the Company to who contacts Executive at his or her own initiative without any person prior direct or entity to which the Company sold indirect encouragement or actively attempted to sell solicitation from Executive if Executive was not aware of such products within the twelve-month period immediately person’s prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseCompany.
(c) During If Executive commits a breach, or threatens to commit a breach, of any of the term provisions of Non-Competitionthis Section 8, the Company shall have the following rights and remedies:
(i) the right and remedy to have the provisions of this Section 8 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and
(ii) the right and remedy to require Executive will notto account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by Executive as the result of any transactions constituting a breach of any of the provisions of this Section 8, and will not permit any Executive hereby agrees to account for and pay over such Benefits to the Company. Each of his affiliates the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, directly or indirectlyand not in lieu of, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of other rights and remedies available to the Company to terminate its employment under law or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Companyin equity.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration If any of the preceding paragraphs covenants contained in this Section 8 or any part thereof, hereafter are reasonable in nature and are no broader than are necessary construed to maintain be invalid or unenforceable, the goodwill same shall not affect the remainder of the Company and its affiliates and covenant or covenants, which shall be given full effect, without regard to the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliatesinvalid portions.
(e) If any court determines that any portion of the covenants contained in this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 108, or any part thereof, are held to be unreasonable unenforceable because of the duration or scope of such provisionprovision or the area covered thereby, the parties agree that the court making such court determination shall have the power to reduce the duration or scope and/or area of such provision and to enforce such and, in its reduced form, said provision as so reducedshall then be enforceable.
(f) As used The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in this Section 108 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or otherwise, "it is the intention of the parties hereto that such determination not bar or in any way affect the Company" ’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants.
(g) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall include Atrium Corporation not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of its direct or indirect subsidiariesthe other restrictions contained herein.
(h) The period of time during which the provisions of this Section 8 shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
Appears in 1 contract
Samples: Employment Agreement (Ahny-Iv LLC)
Non-Competition. The provisions 15.1 For the purposes of this Section 10 are in consideration for Agreement, this clause 15 shall apply to matters relating to each Group Company and the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the ExecutiveAssociated Corporation only.
(a) The term of Non-Competition (herein so called) shall be for a term beginning on 15.2 To ensure that the effective date hereof and continuing until (i) Buyer receives the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the full benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs of, or otherwise be connected with, any person or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with goodwill of the business of the Company, the Subsidiary and the Associated Corporation (as applicable), each of the Management Shareholders covenants irrevocably and unconditionally with respect the Buyer for the Period of Restraint that except as otherwise specifically agreed in writing with the Buyer:-
15.2.1 he will not:-
(a) directly or indirectly in any capacity whatsoever (whether solely or jointly) with, any other person whether corporate or unincorporate or otherwise howsoever (whether for payment or not) carry on or be engaged in or concerned in or interested in (directly or indirectly and whether for payment or not) in the Restricted Business;
(b) in connection with the Restricted Business, accept business from, deal with or perform services for or canvass, entice away, or solicit any person who is or was within a period of 12 months prior to the date of this Agreement, a customer, client, or Prospective Client of any Group Company or the Associated Corporation;
15.2.2 he will keep confidential and not disclose or make use of in connection with Restricted Business any financial or other confidential information or other know-how relating to any products Group Company or the Associated Corporation including, but not limited, to any such information about current or future affairs or plans or about customers/clients or Prospective Clients;
15.2.3 he will not directly or indirectly induce or seek to induce away from any Group Company or the Associated Corporation any directors or senior employees as are engaged by any Group Company or the Associated Corporation on the date of this Agreement;
15.2.4 he will not directly or indirectly own beneficially or otherwise or be interested in the Company share capital of any company engaged in the Restricted Business;
15.2.5 he will not use and he will not procure that were within the Executive's management responsibility any other person directly or indirectly at any time within after the twelveCompletion Date uses the name e-month period immediately prior pay or any name likely to be confused with such name in the minds of members of the public for the purposes of a business similar to or competing with the business of any Group Company or the Associated Corporation whether by using such name as part of a corporate name or otherwise;
15.2.6 except as required by Law, he will not at any time do or say anything harmful to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision reputation of any other countryGroup Company or the Associated Corporation or which leads or may lead any person, wherein firm or company to cease to do business with any Group Company or the Company sold Associated Corporation on substantially equivalent terms to those previously offered or actively attempted not to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services engage in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship business with the Company or establish any relationship with Group Company or the Executive Associated Corporation. PROVIDED THAT (but except in relation to its Restricted Business) nothing contained in this clause 15 shall prevent the Seller from at any time holding for investment purposes only any class of securities for the time being listed or dealt in on any recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or the Australian Stock Exchange or other stock of investment exchange where securities are publicly traded.
15.3 The covenants contained in clause 15.1 shall be deemed to be in respect of each part entire, separate, severable and separately enforceable so that each covenant shall be deemed to be a separate covenant notwithstanding the fact that it appears in the same clause, sub-clause or sentence or any other covenant or is imposed by the introduction of his affiliates a word or phrase conjunctively with or disjunctively from or alternatively to other words or phrases.
15.4 The Sellers acknowledge that:-
15.4.1 the restrictions have been negotiated and agreed on an arm's length basis and are reasonable when taken together as well as individually;
15.4.2 the duration, extent and application of each restriction is no greater than is necessary for any business purpose deemed competitive with the protection of the goodwill of the business of the Company, the Subsidiary and the Associated Corporation (as applicable); and
15.4.3 the consideration paid by the Buyer for the Shares takes into account and provides adequate compensation for the Sellers for the restraint and restrictions imposed.
(d) The Executive acknowledges that 15.5 If the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill business of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests or of the Company and its affiliates.
Subsidiaries is transferred to another company which is a subsidiary of the Buyer (e) If any court determines that any portion the "Transferee Company"), each of the restrictions contained in this Section 10 is invalid or unenforceableclause 15 shall continue to apply, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard mutatis mutandis, in relation to the invalid provisions. If any court construes any business transferred as carried on from time to time by the Transferee Company as if the name of the provisions of this Section 10, or any part thereof, to be unreasonable because of Transferee Company were substituted for the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.
(f) As used in this Section 10, word "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries"Subsidiary" (as the case may be).
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration Employee agrees that he will not, for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term of Non-Competition (herein so called) shall be for a term beginning himself, on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not due to Disability) or upon a Change of Control or by the Executive for Good Reason.
(b) During the term of Non-Competition, the Executive shall not (other than for the benefit of the Company or its affiliates pursuant to this Agreement) directly or indirectly, render services to, assist, participate in the affairs behalf of, or otherwise be connected within conjunction with any person, firm, corporation or entity, either as principal, employee, shareholder, member, director, partner, consultant, owner or part-owner of any person or enterprise (other than the Company)corporation, which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, partnership or any substantially comparable political subdivision other type of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates tobusiness entity, directly or indirectly, recruit own, manage, operate, control, be employed by, participate in, or otherwise solicit be connected in any manner with the ownership, management, operation, or induce control of any employeebusiness similar to or competitive with the business presently conducted by the Company of delivering turnkey solutions to spine surgeons and orthopedic surgeons for necessary and appropriate treatment for musculo-skeletal spine injuries, customeranywhere in the United States for a period of two years (the “Non-Compete Period”) from the termination of this Agreement Notwithstanding the foregoing, subscriber or supplier during the Non-Compete Period Employee may solicit, contact, call upon and/or communicate with a client(s) of the Company with a view to terminate its providing services competitive with the services sold, provided, or under development by the Company, provided that Employee had an established business relationship with such client(s) prior to the date of his employment with the Company. Employee agrees not to hire, solicit or arrangement attempt to solicit for employment by Employee or any company to which he may be involved, either directly or indirectly, any party who is an employee or independent contractor of the Company or any entity which is affiliated with the Company, otherwise change its relationship or any person who was an employee or independent contractor of the Company or any entity which is affiliated with the Company or establish any relationship with within the Executive or any two year period immediately following the termination of his affiliates for any business purpose deemed competitive with this Agreement. Employee acknowledges that he has carefully read and considered all provisions of this Agreement and agrees that:
(i) Due to the business nature of the Company.
(d) The Executive acknowledges that 's business, the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are foregoing covenants place no broader greater restraint upon Employee than are is reasonably necessary to maintain protect the business and goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to Company;
(ii) These covenants protect the other legitimate business interests of the Company and its affiliates.do not serve solely to limit the Company's future competition;
(eiii) If any court determines that any portion This Agreement is not an invalid or unreasonable restraint of trade;
(iv) A breach of these covenants by Employee would cause irreparable damage to the Company;
(v) These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company has established through its own expense and effort; and
(vi) The signing of this Section 10 Agreement is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any necessary as part of the provisions of this Section 10, or any part thereof, to be unreasonable because consummation of the duration or scope of such provision, such court shall have transactions described in the power to reduce the duration or scope of such provision and to enforce such provision as so reducedpreamble.
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term During the Term of Employment and (unless the Term of Employment expires following a Non-Competition (herein so called) shall be for a term beginning on the effective date hereof and continuing until (i) the first anniversary of the Date of Termination if the Executive's employment is terminated by the Company for Cause Extension Event or due to Disability or by the Executive without Good Reason, or (ii) the last day of the Severance Period if the Executive's employment is terminated by the Company without Cause (and not or voluntarily by Employee due to Disabilitya Constructive Termination Without Cause) for a period of nine months thereafter, Executive shall not, directly or upon indirectly, except when acting on behalf of the Company, whether as an employee, consultant, partner, principal, agent, distributor, representative, stockholder or otherwise, plan, develop, conduct or otherwise engage in the MDU Business in any metropolitan area world-wide in which the Company or any Subsidiary then conducts or is actively planning to conduct the MDU Business (except that he may be a Change stockholder holding not more than a 1% common stock interest in a Person whose shares are publicly traded and which engages in the MDU Business in any such area). Notwithstanding the foregoing, Executive shall be free at any time following the Term of Control Employment to accept employment with or provide other services to any Person whose business includes the MDU Business but only if (i) the MDU Business is not the principal or predominant business of such Person and (ii) the services of Executive do not principally or predominantly relate to the MDU Business. By way of example only, if the Term of Employment were to end on the date of this Agreement, Executive would be free to be employed by a typical incumbent local exchange or long distance carrier or by a typical franchised cable operator for so long as Executive's services did not principally or predominantly relate to the Executive for Good Reasonprovision of video and telecommunications services to residential multiple dwelling units in the markets in which the Company now operates or is actively planning to operate.
(b) During the term Term of Non-CompetitionEmployment and for a period of 12 months thereafter, the Executive shall not not, directly or indirectly, (other than for the benefit i) solicit any customer of the Company or its affiliates pursuant any Subsidiary to this Agreement) directly or indirectly, render services to, assist, participate do business with any Person that engages in the affairs ofMDU Business or (ii) solicit any Person, other than his secretary/administrative assistant, who is employed by the Company or otherwise be connected withany Subsidiary or who was employed by the Company or any Subsidiary within 12 months of such solicitation to (A) terminate his or her employment with the Company or any Subsidiary, any person or enterprise (B) accept employment with anyone other than the Company), which person Company or enterprise is engaged in, any Subsidiary or is planning to engage in, and shall not personally engage in, any business that is (C) in any respect competitive manner interfere with the business of the Company, with respect to any products of the Company that were within the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination of the Executive's employment with the Company, in any capacity which would (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or (ii) utilize the Executive's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clauseSubsidiary.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, Company has no adequate remedy at law and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary would be irreparably harmed if Executive breaches or threatens to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes breach any of the provisions of this Section 1012 or Section 13(a) or 13(b), and therefore Executive agrees that the Company or any part thereofSubsidiary, as the case may be, shall be entitled to be unreasonable because temporary or permanent mandatory or injunctive relief to terminate or forestall any breach or threatened breach of any of those provisions and to specific performance of the duration or scope terms of each of such provisionprovisions, such court without the need to demonstrate irreparable injury or post bond or other security. Executive further agrees that he shall have the power to reduce the duration not, in any proceeding seeking injunctive or scope of such provision and other equitable relief to enforce such provision as so reduced.
(fthe provisions of Section 12 or Section 13(a) As used or 13(b), raise the defense that the Company or any Subsidiary has an adequate remedy at law. Nothing in this Section 10, "Company" 13(c) shall include Atrium Corporation and any of its direct or indirect subsidiaries.be construed to
Appears in 1 contract
Samples: Employment Agreement (Optel Inc)
Non-Competition. The provisions of this Section 10 are in consideration for the Company's promise in Section 7 to continue to make appropriate Confidential Information available to the Executive.
(a) The term You acknowledge that as a result of Non-Competition (herein so called) shall your employment by the Company, you have been and will be for a term beginning on provided access to Confidential Information and information relating to the effective date hereof employees and continuing until (i) the first anniversary Investors of the Date Company and its Affiliates. You further acknowledge that the Company would not disclose to you any Confidential Information relating to any Fund but for your execution of Termination if the Executive's this Agreement. Therefore, you agree that during your employment is terminated by the Company or any of its Affiliates and for Cause 12 months thereafter (provided that one or due to Disability or by the Executive without Good Reason, or (ii) the last day more of the Severance Period if Funds continues to do business at such time) (the Executive's employment “Non-Compete Term”) you shall not anywhere in the United States, except on behalf of any Managed Asset or as is terminated by otherwise expressly provided in this Agreement or unless the Company without Cause has expressly agreed otherwise in writing, participate directly or indirectly, personally or as the agent or employee of another, in the ownership, management, operation or control of any investment fund or other investment vehicle that is (and not due to Disabilityat the time of the termination of your employment) or upon becomes during the Non-Compete Term engaged in a Change business with a strategy substantially similar to that of Control or by DPLC as of the Executive for Good Reasondate hereof (“Competitive Activity”).
(b) During Notwithstanding the term provisions of the preceding clause (a), you shall not be precluded from holding an amount equal to or less than 1% of the outstanding voting shares of any publicly traded company. The Company may elect, in its sole discretion, to pay severance to you (the amount and schedule for payment thereof to be determined by the Company in its sole discretion) and in the event of such election, you agree to accept such severance payments in accordance with such schedule. Further, the Company may elect to extend the Non-CompetitionCompete Term (regardless of whether the Company has elected to pay you severance as set forth above) for a period of up to twelve (12) months; provided that in the event of an extension, the Executive Company shall pay you (the schedule for payment thereof to be determined by the Company it its sole discretion) for each day during such extension an amount equal to your then-current annual base salary, divided by 365 (the “Daily Amount”). Notwithstanding anything to the contrary contained in this Section 4, in the event your employment is terminated without Cause or due to a Forced Relocation (as each term is defined herein), the Company may elect, by providing you with written notice thereof within ten (10) calendar days following the effective date of such termination, that the restrictions contained in Section 4(a) be applicable to you for any period it determines in its sole discretion, provided that such period does not exceed 24 months and, provided, further, that the Company pays you the Daily Amount for each day of such period (other than the schedule for payment thereof to be determined by the benefit Company it its sole discretion).
(c) For purposes of this Agreement, “Cause” shall mean (i) your willful and continued failure to substantially perform your duties to the Company or its Affiliates, including without limitation a breach of any material provision of this Agreement, as determined in the sole discretion of the Company; (ii) your failure to comply in a material respect with, or a material breach of, any (x) rule or regulation of a regulatory or self regulatory agency with jurisdiction over the activities of the Company or its affiliates pursuant to this AgreementAffiliates or (y) directly any policy of the Company or indirectly, render services to, assist, participate its Affiliates previously advised in the affairs ofwriting, or otherwise be connected withgenerally made available, any person to employees, applicable to its operations or enterprise (other than the Company), which person or enterprise is engaged in, or is planning to engage in, and shall not personally engage in, any business that is in any respect competitive with the business of the Companyemployees generally or, with respect to its investment operations, applicable to such investment operations generally; (iii) your conviction of, or pleading of guilty or nolo contendere to, any products felony in a domestic or foreign court (other than motor vehicle violations not subject to a custodial penalty), or to a misdemeanor involving moral turpitude; (iv) your commission of any act (or the failure to act) which triggers an event of “Cause” as defined in and pursuant to any governing document of a Fund; or (v) your willful engagement in, or the finding, charge or allegation in a judicial, administrative or arbitral tribunal that you have engaged in conduct that is materially injurious to the Company or its Affiliates (including the making of materially disparaging or derogatory comments about the Company or any of its Affiliates, except as such statements or comments may be made pursuant to any legal proceeding), monetarily or otherwise; provided that were within in the Executive's management responsibility at any time within the twelve-month period immediately prior to the termination case of the Executive's employment with the Company, in any capacity which would clauses (i) utilize the Executive's services with respect to such business within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company; or and (ii) utilize the Executive's services in selling any products similar to ), you have been provided with written notice of such products of the Company to any person failure or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Executive's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Executive may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Executive does not otherwise participate in such Competing Business in any way prohibited by the preceding clause.
(c) During the term of Non-Competition, Executive will not, and will not permit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Executive or any of his affiliates for any business purpose deemed competitive with the business of the Company.
(d) The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates.
(e) If any court determines that any portion of this Section 10 is invalid or unenforceable, the remainder of this Section 10 shall not thereby be affected breach and shall be given full effect without regard have failed to cure the invalid provisions. If any court construes any of the provisions of this Section 10, or any part thereof, to be unreasonable because of the duration or scope same within 30 days after receipt of such provision, notice (but only if such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reducedbreach is curable).
(f) As used in this Section 10, "Company" shall include Atrium Corporation and any of its direct or indirect subsidiaries.
Appears in 1 contract
