Noncompete. Executive agrees that:
Noncompete. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company following the termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Executive agrees and acknowledges that Executive’s right to receive the severance payments set forth in Section 7 (to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company or is a customer of the Company. Upon any breach of this section, all severance payments pursuant to this Agreement shall immediately cease.
Noncompete. For a period beginning on the Effective Date and ending twelve (12) months after Executive ceases to be employed by the Company (or any parent or subsidiary of the Company), Executive agrees to not, directly or indirectly, engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company (or any parent or subsidiary of the Company).
Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors will be the sum of:
Noncompete. The Executive expressly covenants and agrees that he will not directly or indirectly, without the prior written consent of the Board, at any time while employed by the Company and for a period of one year (plus the length of time that Executive is in violation of this provision) following the date of that Executive’s employment terminates (1) for cause (as defined in Section 8(c)) or (2) for voluntary termination (as defined by Section 8(a)), other than for Good Reason following a Change in Control (as defined in Section 11), enter into or engage generally in direct or indirect competition with the Company either as an individual on his own or as a partner or joint venture, or as a director, officer, shareholder, employee or agent for any person nor render any services to any person or entity that competes with the Company or any Affiliate. For the purposes of this Section, the Executive or any person or entity shall be deemed to "compete" with the Company or any Affiliate if the Executive personally engages, owns or provides services to any entity engaged in the ownership or management of hospitality units located in the United States east of the Mississippi including but not limited to Ashford Hospitality Trust, Inc., Xxxxxx Lodging Company, Equity Inns, Inc., Highland Hospitality Corp., Innkeepers USA Trust, LaSalle Hotel Properties and Winston Hotels, Inc.
Noncompete. Executive acknowledges and agrees with the Corporation and the LLC that in the course of his employment with the Corporation he shall become familiar with the Corporation's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliates, that Executive's services to the Corporation and the LLC are unique in nature and of an extraordinary value to the Corporation and the LLC, and that the Corporation and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the Corporation's entering into this Agreement and the Corporation's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporation. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publicly
Noncompete. UBI and Employee acknowledge and agree that by virtue of his/her past experience in the banking industry and his/her knowledge of the business of UBI and its subsidiaries, Employee is uniquely qualified to successfully compete with UBI and/or its subsidiaries. In recognition of these circumstances, and in consideration of UBI's continued employment of Employee in accordance with the terms of this Contract, Employee covenants and agrees that he/she will not, during the term of this Contract and one (1) year thereafter, engage in the counties of Lenawee and/or Washtenaw in any business which is competitive with a business then regularly conducted by UBI and/or its subsidiaries in either or both of said counties; provided, however, that the forgoing covenants shall not prohibit the Employee from owning, directly or indirectly, one percent (1%) or less of any publicly traded financial services corporation.
Noncompete. Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a Prohibited Party at the time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Prohibited Party, because it competes with the Company in the Company’s markets, and consequently, Executive could not work for Pulte or any of its subsidiaries or affiliates, even if his work was limited solely to a market (such as Arizona, as of the date of the Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company (such as Arizona, as of the date of the Agreement), and such developer entered the Company’s market in competition with the Company, or began preparation to enter such market, Executive would be required under this Noncompete Addendum to terminate his employment relationship with such developer within ten days of the earlier of the date that such...
Noncompete. Executive will not, during the Restricted Period, directly or indirectly, engage in a Competitive Business Activity in a Competitive Area.
Noncompete. Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following the termination of Employee’s employment with the Company, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the severance benefits set forth in Section 3(a) (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the financing, operation, management or control of, any person, firm, corporation or business in Competition (as defined herein) with Company. Notwithstanding the foregoing, Employee may, without violating this Section 4, own, as a passive investment, shares of capital stock of a corporation or other entity that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such entity’s capital stock outstanding.
