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. Executive agrees that:
(a) During the Employment Period and, in the event (i) the Company terminates Executive's employment for Cause, or (ii) Executive terminates his employment without Good Reason, for a one (1) year period thereafter, Executive shall not, directly or indirectly, within the continental United States, engage in, or own, invest in, manage or control any venture or enterprise primarily engaged in any office-service, flex, or office property development, acquisition or management activities without regard to whether or not such activities compete with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity. Moreover, the foregoing limitations shall not be deemed to restrict or otherwise limit Executive from conducting real estate development, acquisition or management activities with respect to the Excluded Properties, if any, provided that during the Employment Period the performance of such activities does not prevent Executive from devoting substantially all of his business time to the Company.
(b) If, at the time of enforcement of this Paragraph 13, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions and upon substitution by such court, this Agreement shall be automatically modified without further action by the parties hereto.
(c) For purposes of this Paragraph 13, the Company shall be deemed to include any entity which is controlled, directly or indirectly, by the Company and any entity of which a majority of the economic interest is owned, directly or indirectly, by the Company.
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. 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:
(i) either (1) all Competitors derived from the column titled “Standard” on the Competitor List for the lines of business and departments (as listed on the Competitor List under the “Line of Business” column) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and
(ii) the Entities (as defined in Section C7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being emp...
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. 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. 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 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 payments set forth in Section 5 or 6 (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 that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 7 shall prevent Employee from performing services for the acquirer of the Company’s Diesel business following a Sale of the Diesel Business; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company. Notwithstanding the foregoing, Employee may, without violating this Section 7, own, as a passive investment, shares of capital stock of a publicly-held corporation 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 corporation’s capital stock outstanding.
Noncompete. The Executive agrees that: ----------
(a) At all times during which the Executive is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of Control") or the Company terminates Executive's employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive shall not, within twenty (20) miles of (i) any of the multifamily residential properties owned by the Company on the first day of the Noncompetition Period, (ii) any tract of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described in (i), (ii) and (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage in, or own, invest in, manage or control any venture or enterprise engaged in, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity.
(b) If, at the time of enforcement of this Paragraph 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions.
Noncompete. Executive will not, during the Restricted Period, directly or indirectly, engage in a Competitive Business Activity in a Competitive Area.
