Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries. (c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 7 contracts
Samples: Employment Agreement (Carters Imagination Inc), Employment Agreement (Carters Imagination Inc), Employment Agreement (Carter William Co /Ga/)
Noncompete, Non-Solicitation. (a) Executive Employee acknowledges that in Employee’s services to the course Company require the use of his employment information including a formula, pattern, compilation, program, device, method, technique, or process that the Company has made reasonable efforts to keep confidential and that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use (“Trade Secrets”). Employee further acknowledges and agrees that the Company would be irreparably damaged if Employee were to provide similar services requiring the use of such Trade Secrets to any person or entity competing with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Companyor engaged in a similar business. Therefore, Executive Employee agrees that, that during the Employment Period and for one year during the twelve (12) month period immediately thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete “Protection Period"”), he shall not or she will not, either directly or indirectly ownindirectly, manage, control, participate in, consult with, render services for, for himself or in any manner engage in any business competing with the businesses of the Company herself or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment other person or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries affiliates to leave the employ of the Company or such personaffiliate, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries affiliate and any employee thereof, (ii) hire any person who is (or in the case of a former employee, was an employee of the Company or any of its Subsidiaries affiliate at any time during the Employment Period (other than individuals who have not been employed 180 day period prior to any attempted hiring by Employee) an employee of the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)affiliate, or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor or other person having a business relationship with relation of the Company or any of its Subsidiaries affiliate to cease doing business with the Company or such Subsidiaryaffiliate, or in any way interfere materially with the relationship between any such customer, supplier, licensee licensee, licensor or other person having a business relationship with relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates) or (iv) Participate in any business in which he would be reasonably likely to employ, reveal, or otherwise utilize Trade Secrets used by the Company prior to the Executive’s termination in any geographical area in which the Company or any of its Subsidiaries.
(c) Ifaffiliates conduct business. “Participate” includes any direct or indirect interest in any enterprise, at the time of enforcement of this paragraph 8whether as an officer, a court shall hold director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the durationforegoing activities shall not include the passive ownership (i.e., scope Employee does not directly or area restrictions stated herein are unreasonable under circumstances then existing, indirectly participate in the parties agree that the maximum duration, scope business or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event management of the breach or a threatened breach by Executive applicable entity) of any less than 5% of the provisions stock of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security)publicly-held corporation whose stock is traded on a national securities exchange.
Appears in 5 contracts
Samples: Employment Agreement (Concerto Software (Japan) Corp), Employment Agreement (Concerto Software (Japan) Corp), Employment Agreement (Concerto Software (Japan) Corp)
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with Holdings and the Company he will become familiar with the trade secrets and other confidential information of Holdings, the Company and its other Subsidiaries of Holdings and that his services will be of special, unique and extraordinary value to Holdings and the Company. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (or six months one year thereafter, if Executive's employment is terminated Without Cause Cause) (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of Holdings and the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if Holdings, the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State States and any other geographical area in which the Company Holdings or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of Holdings, the Company or any other Subsidiary of its Subsidiaries Holdings to leave the employ of such person, or in any way interfere with the employment employee relationship between Holdings, the Company or any other Subsidiary of its Subsidiaries Holdings and any employee thereof, (ii) hire any person who was an employee of Holdings, the Company or any other Subsidiary of its Subsidiaries Holdings at any time during the Employment Period (other than individuals who have not been employed by Holdings, the Company or any other Subsidiary of its Subsidiaries Holdings for a period of at least six months one year prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with Holdings, the Company or any other Subsidiary of its Subsidiaries Holdings to cease doing business with Holdings, the Company or such Subsidiaryother Subsidiary of Holdings, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with Holdings, the Company or any other Subsidiary of its SubsidiariesHoldings.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, each of Holdings and the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 3 contracts
Samples: Employment Agreement (Carter William Co /Ga/), Employment Agreement (Carters Imagination Inc), Employment Agreement (Carter William Co /Ga/)
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with Carter's and the Company he will become familiar with the trade secrets and other confidential information of Carter's, the Company and its other Subsidiaries of Carter's and that his services will be of special, unique and extraordinary value to Carter's and the Company. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (or six months one year thereafter, if Executive's employment is terminated Without Cause Cause) (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of Carter's and the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if Carter's, the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State States and any other geographical area in which the Company Carter's or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, traded so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of Carter's, the Company or any other Subsidiary of its Subsidiaries Carter's to leave the employ of such person, or in any way interfere with the employment employee relationship between Carter's, the Company or any other Subsidiary of its Subsidiaries Carter's and any employee thereof, (ii) hire any person who was an employee of Carter's, the Company or any other Subsidiary of its Subsidiaries Carter's at any time during the Employment Period (other than individuals who have not been employed by Carter's, the Company or any other Subsidiary of its Subsidiaries Carter's for a period of at least six months one year prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with Carter's, the Company or any other Subsidiary of its Subsidiaries Carter's to cease doing business with Carter's, the Company or such Subsidiaryother Subsidiary of Carter's, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with Carter's, the Company or any other Subsidiary of its SubsidiariesCarter's.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, each of Carter's and the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Carters Inc)
Noncompete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he will shall become familiar with the Company’s trade secrets and with other confidential information of Confidential Information concerning the Company and its Subsidiaries and that his services will shall be of special, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period Period, during the Severance Period, and for one year thereafter (or six a period of twelve months thereafter, if after the termination of Executive's ’s employment is terminated Without Cause with the Company for any reason (the "“Noncompete Period"”), he shall not directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business related to the manufacture or sale of (i) throttle controls (electronic, hydraulic and pneumatic), Low Temperature Co-Fired Ceramic Sensors or Sensors used in electronic throttle controls and related systems or (ii) other business competing with the businesses of the Company or any of its Subsidiaries with which (i) exist on the date of the termination of Executive's employment Executive had direct contact or (ii) are commenced over which Executive had supervisory responsibilities during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businessesEmployment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries Subsidiary to leave the employ of the Company or such personSubsidiary, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries Subsidiary and any employee thereof, (ii) hire (or permit any entity in which he has hiring authority to hire) any person who either (A) is an employee of the Company or any Subsidiary thereof or (B) was an employee of the Company or any of its Subsidiaries at any time during Subsidiary thereof on the date Executive’s Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)terminated, or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor, franchisee or other person having a business relationship with relation of the Company or any of its Subsidiaries Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation and the Company or any of Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries).
(c) If, at the time of enforcement of this paragraph 87, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this paragraph 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 87, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply shall be entitled to any specific performance and/or injunctive or other equitable relief from a court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Ancillary to this otherwise enforceable agreement, in further consideration of the compensation to be paid to Executive hereunder and the Company’s agreement to provide Executive with access to the Company Group’s confidential and proprietary information, Executive acknowledges and agrees that in during the course of his employment with the Company Company, he will shall become familiar with the Company Group’s trade secrets and with other confidential information of concerning the Company and its Subsidiaries Group and that his services will shall be of special, unique and extraordinary value to the Company. ThereforeCompany Group, and, therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "“Noncompete Period"”), he shall not directly or indirectly ownown any interest in, manage, control, participate inbe employed in an executive, consult with, render services formanagerial or administrative capacity by, or otherwise render executive, managerial or administrative services to, any company engaged in any manner engage in any the business competing of owning and operating power generation facilities or energy trading and marketing operations which competes with the businesses of the Company or any of its Subsidiaries which (i) exist on the date of the termination or expiration of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business)Employment Period, within the United State and any other geographical area in which the Company or any of its Subsidiaries engage engages in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such personthe Company, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, ; (ii) hire any person who was an a managerial or higher level employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least last six months prior to employment by Executive directly or indirectly through another entity), of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor, franchisee or other person having a business relationship with relation of the Company or any of its Subsidiaries to cease doing business with the Company or such SubsidiaryCompany, or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation of the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). The Company covenants that it will not, and it will advise members of senior management of the Company and the Board not to, make any of its Subsidiariesnegative or disparaging statements or communications regarding Executive.
(c) If, at the time of enforcement of this paragraph 8Section 10, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 10 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) In Executive acknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8Section 10, the CompanyCompany would suffer irreparable harm, and, in addition and supplementary to other rights and remedies existing in its favor, may apply the Company shall be entitled to any specific performance and/or injunctive or other equitable relief from a court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 10(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries Confidential Information and that his services will be of special, special unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Term of Employment Period and and, for one year thereafter (or six months i) two years thereafter, or (ii) if Executive's employment is terminated Without without Cause or Executive resigns for Good Reason, for one year thereafter, provided that all amounts in excess of $1,000 required to be paid to Executive under this Agreement are promptly paid when due in accordance with this Agreement (in any case, the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any broadcast radio business competing with the businesses of the Company or any of its Subsidiaries which in any geographic market (ias defined by Arbitron Metro) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage (x) operates on the Date of the Termination or (y) commences operations during the Noncompete Period and in either case continues to operate during the Noncompete Period; provided, however, that for purposes of this clause (y) operations in a market shall be deemed to be commenced during the Noncompete Period only if the Company or such businessesSubsidiary have had substantial discussions prior to the Date of Termination concerning the commencement of such operations. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% seven and one-half percent (7-1/2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in 12 14 the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity person (i) induce or attempt to induce any employee of the Company or any Subsidiary of its Subsidiaries the Company to leave the employ of such personPerson, or in any way interfere with the employment relationship between the Company or any Subsidiary of its Subsidiaries the Company and any employee thereof, (ii) hire any person individual who was an employee executive of the Company or any its Subsidiaries, a station or regional manager of the Company or its Subsidiaries or a radio personality employed by the Company or its Subsidiaries at any time during the Term of Employment Period (other than individuals who have not been employed by the Company or any a Subsidiary of its Subsidiaries the Company for a period of at least six months prior to employment by Executive directly or indirectly through another entityPerson), or (iii) induce or attempt to induce any customer, supplier, licensee or other person Person having a business relationship with the Company or any Subsidiary of its Subsidiaries the Company to cease doing business with the Company or such SubsidiarySubsidiary of the Company, or interfere materially with the relationship between any such customer, supplier, licensee or other person Person having a business relationship with the Company or any and Subsidiary of its Subsidiariesthe Company.
(c) If, at the time of enforcement of this paragraph Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area held to be unreasonable and that the court shall be allowed to revise the restrictions contained herein and held to be unreasonable to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Executive Each of the parties hereto acknowledges and agrees that Topco and its Subsidiaries are engaged in the course business of providing contact center solutions that help companies more effectively manage customer interactions via voice, email, the Web and facsimile throughout the world. Executive possesses extensive knowledge and proprietary information with respect to the Company and its Subsidiaries, which, if disclosed or made available to the Company’s competitors, would have a material adverse effect on Topco and its Subsidiaries, and Executive has been responsible for the creation of goodwill inherent in the Company and its Subsidiaries. Upon the consummation of the Merger, (i) Executive will sell, exchange or otherwise dispose of all of his employment with equity interests in the Company he and (ii) Executive will become familiar with receive a substantial amount of consideration in connection therewith. Executive shall execute and deliver this Agreement for the trade secrets purpose of preserving for Topco’s and other confidential information its Subsidiaries’ benefit the goodwill, Confidential Information, Work Product, proprietary rights and going concern value of Topco and its Subsidiaries, and to protect Topco’s and its Subsidiaries’ business opportunities.
(b) In order to protect the value of the capital stock of the Company acquired pursuant to the Merger Agreement (including the goodwill, Confidential Information and Work Product of the Company and its Subsidiaries Subsidiaries) and that his services will in further consideration of the compensation to be of special, unique paid to Executive hereunder and extraordinary value the equity compensation to be paid Executive pursuant to the Company. ThereforeEquity Agreements, Executive agrees that, that during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in during any manner engage in any business competing with the businesses period of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area time in which the Company is making payments to Executive pursuant to Section 4(b) of this Agreement or pursuant to Section 4(d) of this Agreement (the “Noncompete Period”), he will not, either directly or indirectly, for himself or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly other person or indirectly through another entity (i) induce or attempt to induce any employee of the Company Topco or any of its Subsidiaries to leave the employ of Topco or such personSubsidiary, or in any way interfere with the employment relationship between the Company Topco or any of its Subsidiaries Subsidiary and any employee thereof, (ii) hire any person who is (or in the case of a former employee, was an employee of the Company Topco or any of its Subsidiaries Subsidiary at any time during the Employment Period (other than individuals who have not been employed 180 day period prior to any attempted hiring by the Company Executive) an employee of Topco or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)Subsidiary, or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor or other person having a business relationship with the Company relation of Topco or any of its Subsidiaries Subsidiary to cease doing business with the Company Topco or such Subsidiary, or in any way interfere materially with the relationship between any such customer, supplier, licensee licensee, licensor or business relation and Topco or any Subsidiary (including, without limitation, making any negative statements or communications about Topco or its Subsidiaries) or (iv) Participate in any Competitive Business in the United States, the United Kingdom, Germany, Singapore, India, China or in any other person having a business relationship with the Company geographical area in which Topco or any of its Subsidiaries conduct business. “Participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the foregoing activities shall not include the passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange. “Competitive Business” means any business in the world directly or indirectly competing with the business of Topco or its Subsidiaries.
, as such businesses exist (cincluding any products or services Topco or any of its Subsidiaries are then currently actively in the process of developing or planning for) If, at as of the time later of enforcement (A) the termination of the Employment Period and (B) the termination of Executive’s consulting services under Section 4(d) of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawAgreement.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Concerto Software (Japan) Corp)
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause Cause) (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State States and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Noncompete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive's employment with the Company he and any applicable Affiliate thereof, Executive will during the Employment Period become familiar with the trade secrets secrets, business plans and business strategies and with other confidential information Confidential Information (as defined on the Appendix hereto) concerning each of the Company and its Subsidiaries any applicable Affiliate of the Company (and their respective predecessors, successors and assigns) and that his Executive's services will have been and shall be of special, unique and extraordinary value to the Company and any applicable Affiliate of the Company. Therefore, Executive agrees that, during the period from the beginning of the Employment Period through and for one including the date that is the one-year thereafter anniversary of the last day of the Employment Period (or six months thereaftersuch period, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he Executive shall not directly or indirectly own(whether for Executive or for any other Person) own any interest in, operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit Executive's name to be used by, consult with, advise, render services forfor (alone or in association with any other Person), or otherwise assist in any manner (i) any of International Data Group, Inc.; CMP Media, Inc. (a subsidiary of United Business Media PLC); The Future Network Plc; CNET Networks, Inc.; MediaLive International, Inc.; Penton Media, Inc.; Jupitermedia Corporation; Deutsche Messe AG; or DMG World Media, (ii) any Person that engages in, or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in in, any business competing or enterprise which manufactures, designs, produces, renders or sells products or services which compete with the products and services of the Company and its Affiliates (including, but not limited to, the Initial Events, Other Events, other events, conferences or businesses of the Company or any of its Subsidiaries from which (i) exist on TM Media Revenues are to be calculated, or any products, services, or events the date Company is in the process of developing), as the Company's and its Affiliates' businesses existed at or at any time during the Employment Period and prior to termination of Executive's employment or (ii) are commenced during the Noncompete Period (butthe "Restricted Enterprises"), for purposes or (iii) any successor, assignee, subsidiary, division or Affiliate of this any Listed Person or Restricted Person, or (iv) any Person in which, to the Knowledge of Executive, any Person listed in clause (i) or clause (ii) only if of this Section 5(a) owns an interest or participates, which any Person listed in clause (i) or clause (ii) of this Section 5(a) manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or to which any Person listed in clause (i) or clause (ii) of this Section 5(a) otherwise provides management or financial support. Any Person listed in clause (i) of this Section 5(a), or clause (iii) or clause (iv) of this Section 5(a) by virtue of its relationship with a Person listed in clause (i) of this Section 5(a), shall be referred to as a "Listed Person." Any Person listed in clause (ii) of this Section 5(a), or clause (iii) or clause (iv) of this Section 5(a) by virtue of its relationship with a Person listed in clause (ii) of this Section 5(a), shall be referred to as a "Restricted Person." Notwithstanding the Company foregoing, Executive may provide advice, services or such Subsidiary had determined prior assistance otherwise prohibited by this Section 5(a) to a Restricted Person that is not a Listed Person, but solely to the Termination Date to enter into extent that any advice, services or assistance that Executive provides for such business or had committed substantial resources prior to Restricted Person that is not a Listed Person is not for the Termination Date to determine the feasibility of entering into such business)benefit of, within the United State does not relate to, and any other geographical area is not in which the Company or respect of, any of its Subsidiaries engage in the Restricted Enterprises of such businessesRestricted Person that is not a Listed Person. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive no TM Media Principal has no active any other participation in the business of any such corporation.
(b) During the Noncompete Period, . The Company and Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries expressly acknowledge and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum durationeach and every restriction imposed by this Section 5(a) is reasonable with respect to subject matter, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area time period and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawgeographical area.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Executive acknowledges that in For the course duration of his employment with five (5) years from the Company he will become familiar with the trade secrets and other confidential information Closing Date, no Seller Party nor any of the Company and its Subsidiaries and that his services will be of specialtheir Affiliates shall, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he shall not directly or indirectly ownindirectly, managefor itself or on behalf of any individual, controlfirm or other Entity within the Restricted Area: (i) own or otherwise advise, consult, assist in raising or providing capital or credit to, engage or participate in, consult withdirectly or indirectly, render services forwhether as a stockholder, owner, investor, lender, guarantor, financier, officer, director, member, manager, partner, joint venturer, proprietor, employee, consultant, advisor, independent contractor, principal, agent, representative or in any manner engage in other capacity, any business competing with the businesses Business (other than passive investments of five percent (5%) or less of the Company or outstanding shares in any of its Subsidiaries which (i) exist entity listed on the date of the termination of Executive's employment a public exchange); or (ii) are commenced during solicit, induce or recruit, or attempt to solicit, induce or recruit, or cause others to solicit, induce or recruit, any Transferred Employee who is then employed or engaged by any of Buyer or its successors, assigns, Affiliates and Subsidiaries (collectively, the Noncompete Period (but“Buyer Group”) to terminate such employment relationship or engagement, and apply for purposes of this clause (ii) only if or accept employment or engagement with the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business)Company, within the United State and any other geographical area in which the Company Holdings or any of its Subsidiaries engage in such businessesSeller Related Party. Nothing herein Notwithstanding the foregoing, the Seller Parties and their Affiliates shall prohibit Executive not be restricted from being a passive owner of not more than 2% of soliciting for employment or recruiting any Transferred Employee pursuant to general solicitations (whether through advertisements on any medium or through the outstanding stock of any class efforts of a corporation which is publicly traded, so long as Executive has no active participation in the business search firm or otherwise) of employment not specifically directed at such corporationPersons.
(b) During The Seller Parties acknowledge that the Noncompete Periodcovenants set forth in this Section 6.4 are critical components of this Agreement for Buyer and that, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee without agreement of the Company Seller Parties to comply with these covenants, Buyer would not have entered into this Agreement. The Seller Parties have independently consulted with their counsel and after such consultation agree that the covenants set forth in this Section 6.4 are reasonable, necessary and proper. The Seller Parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 6.4 are inadequate and that, in addition thereto, in the event of any such breach, Buyer shall be entitled to seek and obtain equitable relief, including temporary, preliminary and/or permanent injunctive relief and specific performance to compel the Seller Parties’ and their Affiliates’ compliance with, and enjoin the Seller Parties and their Affiliates from continuing or commencing any of its Subsidiaries to leave activity which would violate any of, the employ of such personcovenants set forth in this Section 6.4. In the event that any court determines that the duration or the geographic scope, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereofboth, (ii) hire any person who was an employee of the Company covenants set forth in this Section 6.4 is or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company are unreasonable or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)overbroad as written, or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between that any such customer, supplier, licensee covenant or other person having a business relationship with the Company or any of its Subsidiaries.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold provision is to that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingextent unenforceable, the parties hereto agree that the maximum duration, scope covenant or area reasonable under such circumstances provision in question shall be substituted remain in full force and effect for the stated duration, scope or greatest time period and in the greatest area that would not render it unenforceable and that the court shall be allowed authorized to revise modify the restrictions contained herein covenant(s) or provision(s) to cover the extent necessary to render them valid and enforceable to the maximum period, scope and area extent permitted by law.
(d) In . If the event Seller Parties or their Affiliates breach any covenant set forth in this Section 6.4, the duration of any covenant so violated shall automatically be tolled from the date of the first breach until the date judicial relief providing effective remedy for such breach or breaches is obtained by Buyer, or until Buyer states in writing that it will seek no judicial relief for such breach. The parties intend that the noncompetition and non-solicitation provisions contained herein shall be deemed to be a threatened breach by Executive series of any of separate covenants, one for each and every county within the provisions of Restricted Area. Notwithstanding anything to the contrary in this paragraph 8Agreement, the Company, nothing in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).this
Appears in 1 contract
Noncompete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, the Executive Stock to be made available for Executive’s purchase and the grant of the Options, Executive acknowledges that in the course of his Executive’s employment with Publishing and its Affiliates, Executive will during the Company he will Employment Period become familiar with the trade secrets and other confidential information of the Company Publishing’s and its Subsidiaries Affiliates’ (and their predecessors’) trade secrets, business plans and business strategies and with other Confidential Information concerning Publishing and its Affiliates and that his Executive’s services will have been and shall be of special, unique and extraordinary value to the CompanyPublishing and its Affiliates. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (or six months thereaftersuch period, if Executive's employment is terminated Without Cause (the "“Noncompete Period"”), he Executive shall not directly or indirectly ownown any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in in, any business competing with of the businesses of the Company or any of its Subsidiaries which (i) exist on of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC), or CNET Networks, Inc. (the date of the termination of Executive's employment or “Restricted Persons”), (ii) are commenced during of any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any of the Noncompete Period Restricted Persons, or (butiii) in which any of the Restricted Persons owns an interest or participates, for purposes which any of this clause the Restricted Persons manages or controls (ii) only if the Company whether as an officer, director, employee, partner, agent, representative or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such businessotherwise), within the United State and any other geographical area in or with which the Company or any of its Subsidiaries engage in such businessesthe Restricted Persons consults or to which any of the Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation.
(b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company Publishing or any of its Subsidiaries Affiliate to leave the employ of Publishing or such personAffiliate, or in any way interfere with the employment relationship between the Company Publishing or any of its Subsidiaries Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company Publishing or any of its Subsidiaries Affiliate at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a one year period of at least six months prior to employment by Executive directly or indirectly through another entity)the termination of the Employment Period, or (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of Publishing or any Affiliate in order to induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries such Person to cease or reduce doing business with the Company Publishing or such SubsidiaryAffiliate, or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation and Publishing or any Affiliate, including, without limitation, making any negative statements or communications about Publishing or its Affiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the Company United States of America to which Publishing or any of its Subsidiaries.
Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (can “Acquisition Target”) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope by Publishing or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8its Affiliates, the Companyor take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive investment or other relief in order to enforce similar transaction with any Person other than Publishing or prevent any violations of the provisions hereof (without posting a bond or other security)its Affiliates.
Appears in 1 contract
Noncompete, Non-Solicitation. (a) In further consideration of the compensation that may be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company he and any applicable Affiliate thereof, Executive will during his employment period with the Company (the “Employment Period”) become familiar with the trade secrets secrets, business plans and business strategies and with other confidential information Confidential Information (as defined on the Appendix hereto) concerning the Company and any applicable Affiliate of the Company (and its Subsidiaries their respective predecessors, successors and assigns) and that his Executive’s services will have been and shall be of special, unique and extraordinary value to the Company and any applicable Affiliate of the Company. Therefore, Executive agrees that, during the Employment Period and for one year six (6) months thereafter (or six months thereaftersuch period, if Executive's employment is terminated Without Cause (the "“Noncompete Period"”), he Executive shall not directly or indirectly own(whether for Executive or for any other Person) own any interest in, operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit Executive’s name to be used by, consult with, advise, render services forfor (alone or in association with any other Person), or otherwise assist in any manner (i) any Person (each a “Restricted Person”) that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in any business competing or enterprise which manufactures, designs, produces, renders or sells products or services which compete with the businesses products and services of the Company (or any products or services the Company is in the process of developing), as the Company’s and its Subsidiaries which (i) Affiliates businesses exist on at the date Termination Date or are in process as of the termination of Executive's employment or Termination Date; (ii) are commenced during the Noncompete Period any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any Restricted Person; or (butiii) any Person in which any Restricted Person owns an interest or participates, for purposes which any of this clause Restricted Person manages or controls (ii) only if the Company whether as an officer, director, employee, partner, agent, representative or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such businessotherwise), within the United State and or with which any other geographical area in Restricted Person consults or to which the Company any Restricted Person otherwise provides management or any of its Subsidiaries engage in such businessesfinancial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation. Without limiting the generality of the foregoing, Executive and the Company agree that as of the Effective Date, the following persons are each deemed to be a “Restricted Person”: International Data Group, Inc.; CMP Media, Inc. (a subsidiary of United Business Media PLC); The Future Network Plc; TechTarget; Richmond Group; Jupitermedia Corporation; Axxx Xxxxxxx; Mxxxxx Xxxxx Group; America Online, Inc.; CNET Networks, Inc.; eBay Inc.; Google Inc.; The Microsoft Network L.L.C.; and Yahoo! Inc. The Company and Executive expressly acknowledge and agree that each and every restriction imposed by this Section 2(a) is reasonable with respect to subject matter, time period and geographical area.
(b) During the Noncompete PeriodEmployment Period and for six (6) months thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company or any Affiliate of its Subsidiaries the Company to leave the employ of the Company or such personAffiliate, or in any way interfere with the employment relationship between the Company or any Affiliate of its Subsidiaries the Company and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate of its Subsidiaries the Company at any time during the one (1) year period prior to the termination of the Employment Period Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other than individuals who have not been employed by business relation of the Company or any Affiliate of its Subsidiaries for a period of at least six months prior the Company in order to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries such Person to cease or reduce doing business with the Company or such SubsidiaryAffiliate (for avoidance of doubt and without limiting the foregoing, it shall constitute a material violation of this Section 2(b) for Executive to make any effort to cause any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to purchase from a third party any goods or services that are offered at such time by the Company), or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation and the Company or any Affiliate of the Company, including, without limitation, making any negative statements or communications about the Company or any of its SubsidiariesAffiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which the Company or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an “Acquisition Target”) by the Company or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than the Company or any of the Company’s Affiliates.
(c) If, at the time of enforcement of Section 2 of this paragraph 8Agreement, a court shall hold that the duration, scope scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product (d) In as defined on the Appendix hereto), the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of the a breach or a threatened breach by Executive of any of the provisions of this paragraph 8Agreement, the CompanyCompany or its successors or assigns may, in addition and supplementary to other rights and remedies existing in its their favor, may apply to any court of law or equity of competent jurisdiction for specific performance or and/or injunctive or other relief in order to enforce enforce, or prevent any violations of of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of Section 2, the period set forth in Section 2 shall be tolled until such breach or violation has been duly cured. Executive agrees that the restrictions contained in Section 2 are reasonable and that Executive has received consideration in exchange therefor.
(d) In the event that Executive desires to take any action that potentially may be in violation of Section 2 of this Agreement, Executive may give the Company written notice describing the proposed action (as described in such written notice, the “Action”). The Company may, in its sole and absolute discretion, notify Executive in writing that the Company would not regard the Action if undertaken by Executive to be in violation of Section 2 of this Agreement, subject to any conditions that the Company might specify in such written notice (for avoidance of doubt, the Company may, in its sole and absolute discretion, for any or no reason, decline to provide such a written notice). In the event that the Company delivers such a written notice to Executive, the subsequent taking by Executive of the Action in conformance with the Company’s written notice shall not be deemed to violate Section 2 of this Agreement.
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and for one year two years thereafter (or six months one year thereafter, if Executive's ’s employment is terminated Without Cause or for Good Reason) (the "“Noncompete Period"”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of Carter’s and the Company or any of its Subsidiaries which (i) exist exists on the date of the termination of Executive's ’s employment or (ii) are is commenced during the Noncompete Period (but, for purposes of this clause (iiiii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the continental United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businessesStates. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation corporation, which is publicly traded, traded so long as Executive has no active participation in the business operations of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any other Subsidiary of its Subsidiaries the Company to leave the employ of such person, or in any way interfere with the employment employee relationship between the Company or any other Subsidiary of its Subsidiaries the Company and any employee thereof, (ii) hire any person who was an employee of the Company or any other Subsidiary of its Subsidiaries the Company at any time during the Employment Period (other than individuals who have not been employed by the Company or any other Subsidiary of its Subsidiaries the Company for a period of at least six months one year prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any other Subsidiary of its Subsidiaries the Company to cease doing business with the Company or such Subsidiary, other Subsidiary of the Company or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any other Subsidiary of its Subsidiariesthe Company.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Carters Inc)
Noncompete, Non-Solicitation. (a) Executive Each of the parties hereto acknowledges and agrees that Topco and its Subsidiaries are engaged in the course business of providing contact center solutions that help companies more effectively manage customer interactions via voice, email, the Web and facsimile throughout the world. Executive possesses extensive knowledge and proprietary information with respect to the Company and its Subsidiaries, which, if disclosed or made available to the Company’s competitors, would have a material adverse effect on Topco and its Subsidiaries, and Executive has been responsible for the creation of goodwill inherent in the Company and its Subsidiaries. Upon the consummation of the Merger, (i) Executive will sell, exchange or otherwise dispose of all of his employment with equity interests in the Company he and (ii) Executive will become familiar with receive a substantial amount of consideration in connection therewith. Executive shall execute and deliver this Agreement for the trade secrets purpose of preserving for Topco’s and other confidential information its Subsidiaries’ benefit the goodwill, Confidential Information, Work Product, proprietary rights and going concern value of Topco and its Subsidiaries, and to protect Topco’s and its Subsidiaries’ business opportunities.
(b) In order to protect the value of the capital stock of the Company acquired pursuant to the Merger Agreement (including the goodwill, Confidential Information and Work Product of the Company and its Subsidiaries Subsidiaries) and that his services will in further consideration of the compensation to be of special, unique paid to Executive hereunder and extraordinary value the equity compensation to be paid Executive pursuant to the Company. ThereforeEquity Agreements, Executive agrees that, that during the Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in during any manner engage in any business competing with the businesses period of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area time in which the Company is making payments to Executive pursuant to Section 4(b) of this Agreement (the “Noncompete Period”), he will not, either directly or indirectly, for himself or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly other person or indirectly through another entity (i) induce or attempt to induce any employee of the Company Topco or any of its Subsidiaries to leave the employ of Topco or such personSubsidiary, or in any way interfere with the employment relationship between the Company Topco or any of its Subsidiaries Subsidiary and any employee thereof, (ii) hire any person who is (or in the case of a former employee, was an employee of the Company Topco or any of its Subsidiaries Subsidiary at any time during the Employment Period (other than individuals who have not been employed 180 day period prior to any attempted hiring by the Company Executive) an employee of Topco or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)Subsidiary, or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor or other person having a business relationship with the Company relation of Topco or any of its Subsidiaries Subsidiary to cease doing business with the Company Topco or such Subsidiary, or in any way interfere materially with the relationship between any such customer, supplier, licensee licensee, licensor or business relation and Topco or any Subsidiary (including, without limitation, making any negative statements or communications about Topco or its Subsidiaries) or (iv) Participate in any Competitive Business in the United States, the United Kingdom, Germany, Singapore, India, China or in any other person having a business relationship with the Company geographical area in which Topco or any of its Subsidiaries.
(c) IfSubsidiaries conduct business. “Participate” includes any direct or indirect interest in any enterprise, at the time of enforcement of this paragraph 8whether as an officer, a court shall hold director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the durationforegoing activities shall not include the passive ownership (i.e., scope Executive does not directly or area restrictions stated herein are unreasonable under circumstances then existing, indirectly participate in the parties agree that the maximum duration, scope business or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event management of the breach applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange. “Competitive Business” means any business in the world directly or a threatened breach by Executive indirectly competing with the business of Topco or its Subsidiaries, as such businesses exist (including any products or services Topco or any of its Subsidiaries are then currently actively in the provisions process of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law developing or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations planning for) as of the provisions hereof (without posting a bond or other security)termination of the Employment Period.
Appears in 1 contract
Samples: Employment Agreement (Concerto Software (Japan) Corp)
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its the Subsidiaries of the Company and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Term of Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause an additional period (the "Noncompete Period")) equal to (i) in the event that Executive's employment is terminated pursuant to Section 6.1 hereof, for a period of six (6) months thereafter or (ii) in the event that Executive's employment terminated pursuant to Section 6.2 or Section 6.3 hereof, for a period of one (1) year thereafter, he shall not directly or indirectly own, manage, control, participate in, consult with, or render services for, or for any "Competing Business" (as defined below) in any manner engage "Competing Market" (as defined below). For purposes of this section, a "Competing Business" is one in which the predominant activities of the business are classified under the same principal Standard Industrial Classification category (using the categories as in effect on April 9, 2001) as any business competing with of the businesses "Material Lines" (as defined below) of the Company and the Company Affiliates. A division or any subsidiary of its Subsidiaries which a diversified business will be treated as a Competing Business only if (i) exist on the date of diversified business falls within the termination of Executive's employment or preceding sentence and (ii) are commenced during either (I) Executive directly provides services to that division or subsidiary as his primary employment within the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such diversified business or had committed substantial resources prior to (II) that division or subsidiary would be a Material Line on a consolidated basis as defined below for the Termination Date to determine the feasibility of entering into such potentially competing diversified business), within the United State and any other geographical area . A "Competing Market" is a geographic market (as defined by The Arbitron Company) in which the Company or any Company Affiliate has, on or before the Date of Termination, with respect to one or more Material Lines, (i) commenced material operations or (ii) determined before such date to commence such material operations and committed substantial resources to either determining the feasibility of such commencement or actually commencing such operations. A geographic market in which the Company or any Company Affiliate operates a Material Line will only be treated as a Competing Market for the Material Line in that market, and not for other Material Lines or other operations of the Company and its Subsidiaries engage Company Affiliates. A "Material Line" is a division, subsidiary, or business line from which the Company and its Company Affiliates derived at least 25% of audited consolidated gross revenues for the Company's fiscal year ended before the Date of Termination. The Company agrees that any businesses arising out of or related to (y) the interest in such businessesor ownership of an FM radio station licensed in Mableton, Georgia by Mableton Investment Group (in which the Executive has an equity interest), and (z) Executive's current ownership of and interest in Music One, Inc., are expressly excluded from the intended scope of this provision and thus not Competing Businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 24.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Radio One Inc)
Noncompete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive's employment with the Company he and any applicable Affiliate thereof, Executive will during the Employment Period become familiar with the trade secrets secrets, business plans and business strategies and with other confidential information Confidential Information (as defined on the Appendix hereto) concerning the Company and any applicable Affiliate of the Company (and its Subsidiaries their respective predecessors, successors and assigns) and that his Executive's services will have been and shall be of special, unique and extraordinary value to the Company and any applicable Affiliate of the Company. Therefore, Executive agrees that, during the Employment Period and for one (1) year thereafter (or six months thereaftersuch period, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he Executive shall not directly or indirectly own(whether for Executive or for any other Person) own any interest in, operate, manage, control, engage in, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), invest in, permit Executive's name to be used by, consult with, advise, render services forfor (alone or in association with any other Person), or otherwise assist in any manner (i) any Person (each a "Restricted Person") that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in any business competing or enterprise which manufactures, designs, produces, renders or sells products or services which compete with the businesses products and services of the Company (or any products or services the Company is in the process of developing), as the Company's and its Subsidiaries which (i) Affiliates businesses exist on at the date Termination Date or are in process as of the termination of Executive's employment or Termination Date; (ii) are commenced during the Noncompete Period any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any Restricted Person; or (butiii) any Person in which any Restricted Person owns an interest or participates, for purposes which any of this clause Restricted Person manages or controls (ii) only if the Company whether as an officer, director, employee, partner, agent, representative or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such businessotherwise), within the United State and or with which any other geographical area in Restricted Person consults or to which the Company any Restricted Person otherwise provides management or any of its Subsidiaries engage in such businessesfinancial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation.. Without limiting the generality of the foregoing, Executive and the Company agree that as of the Effective Date, the following persons are each deemed to be a "Restricted Person": International Data Group, Inc.; CMP Media, Inc. (a subsidiary of United News & Media PLC); America Online, Inc.; CNET Networks, Inc.; eBay Inc.; The Microsoft Network L.L.C.; and Yahoo! Inc.
(b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company or any Affiliate of its Subsidiaries the Company to leave the employ of the Company or such personAffiliate, or in any way interfere with the employment relationship between the Company or any Affiliate of its Subsidiaries the Company and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate of its Subsidiaries the Company at any time during the one (1) year period prior to the termination of the Employment Period Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other than individuals who have not been employed by business relation of the Company or any Affiliate of its Subsidiaries for a period of at least six months prior the Company in order to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries such Person to cease or reduce doing business with the Company or such SubsidiaryAffiliate (for avoidance of doubt and without limiting the foregoing, it shall constitute a material violation of this Section 7(b) for Executive to make any effort to cause any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to purchase from a third party any goods or services that are offered at such time by the Company), or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation and the Company or any Affiliate of the Company, including, without limitation, making any negative statements or communications about the Company or any of its SubsidiariesAffiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which the Company or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an "Acquisition Target") by the Company or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than the Company or any of the Company's Affiliates.
(c) If, at the time of enforcement of Section 5 of this paragraph 8Agreement, a court shall hold that the duration, scope scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
. Because Executive's services are unique and because Executive has access to Confidential Information and Work Product (d) In as defined on the Appendix hereto), the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of the a breach or a threatened breach by Executive of any of the provisions of this paragraph 8Agreement, the CompanyCompany or its successors or assigns may, in addition and supplementary to other rights and remedies existing in its their favor, may apply to any court of law or equity of competent jurisdiction for specific performance or and/or injunctive or other relief in order to enforce enforce, or prevent any violations of of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of Section 5, the period set forth in such Section shall be tolled until such breach or violation has been duly cured. Executive agrees that the restrictions contained in Section 5 are reasonable and that Executive has received consideration in exchange therefor.
Appears in 1 contract
Noncompete, Non-Solicitation. (a) Executive Employee acknowledges that in Employee’s services to the course Company require the use of his employment information including a formula, pattern, compilation, program, device, method, technique, or process that the Company has made reasonable efforts to keep confidential and that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use (“Trade Secrets”). Employee further acknowledges and agrees that the Company would be irreparably damaged if Employee were to provide similar services requiring the use of such Trade Secrets to any person or entity competing with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries and that his services will be of special, unique and extraordinary value to the Companyor engaged in a similar business. Therefore, Executive Employee agrees that, that during the Employment Period and for one year during the twelve (12) month period immediately thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete “Protection Period"”), he shall not she will not, either directly or indirectly ownindirectly, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company for herself or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment other person or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries affiliates to leave the employ of the Company or such personaffiliate, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries affiliate and any employee thereof, (ii) hire any person who is (or in the case of a former employee, was an employee of the Company or any of its Subsidiaries affiliate at any time during the Employment Period (other than individuals who have not been employed 180 day period prior to any attempted hiring by Employee) an employee of the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)affiliate, or (iii) induce or attempt to induce any customer, supplier, licensee licensee, licensor or other person having a business relationship with relation of the Company or any of its Subsidiaries affiliate to cease doing business with the Company or such Subsidiaryaffiliate, or in any way interfere materially with the relationship between any such customer, supplier, licensee licensee, licensor or other person having a business relationship with relation and the Company or any affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates), or (iv) participate in any business in which she would be reasonably likely to employ, reveal, or otherwise utilize Trade Secrets used by the Company prior to the Executive’s termination in any geographical area in which the Company or any of its Subsidiariesaffiliates conduct business. “Participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the foregoing activities shall not include the passive ownership (i.e., Employee does not directly or indirectly participate in the business or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange. Notwithstanding any of the foregoing provisions, and provided that Employee does not employ, reveal, or otherwise utilize Company’s Confidential Information or Trade Secrets, nothing herein shall be deemed to restrict Employee, in any manner or for any duration, from continuing to operate LEC, Ltd. and/or any of its affiliates following termination of her employment with Company.
(b) Employee agrees that the aforementioned covenant contained in Section 7(a) is reasonable with respect to its duration, geographical area and scope. In particular, Employee acknowledges and agrees that the Company and its affiliates conduct their businesses on a worldwide basis and that the geographic scope of the covenant contained in Section 7(a) is necessary to protect the goodwill and Confidential Information of the Company and its affiliates. Employee further acknowledges that the restrictions contained in Section 7(a) do not impose an undue hardship on her due to the fact that she has general business skills which may be used in industries other than those in which each of the Company and its affiliates conduct their businesses and do not deprive Employee of her livelihood. Employee agrees that the covenants made in Section 7(a) shall be construed as agreements independent of any other provision(s) of this Agreement and shall survive any order of a court terminating any other provision(s) of this Agreement.
(c) If, at the time of enforcement of Sections 5, 6 or 7 of this paragraph 8Agreement, a court shall hold holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawarea.
(d) In Because Employee’s services are unique and because Employee has access to Confidential Information and Work Product, the parties hereto agree that money damages may not be an adequate remedy for any breach of this Agreement. Therefore, in the event of the a breach or a threatened breach by Executive of any of the provisions of this paragraph 8Agreement, the CompanyCompany or its successors or assigns may, in addition and supplementary to other rights and remedies existing in its their favor, may apply to any court of law or equity of competent jurisdiction for specific performance or and/or injunctive or other relief in order to enforce enforce, or prevent any violations of of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation of this Section 7, the Protection Period will be tolled until such breach or violation has been duly cured. Employee agrees that the restrictions contained in Sections 5, 6 and 7 are reasonable.
Appears in 1 contract
Samples: Employment Agreement (Concerto Software (Japan) Corp)
Noncompete, Non-Solicitation. (a) Executive Employee acknowledges that in the course of his her employment with the Company he she will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries the subsidiaries of the Company and that his her services will be of special, unique and extraordinary value to the Company. Therefore, Executive Employee agrees that, during the Employment Period Term and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (an additional period ( the "“Noncompete Period")”) equal to a period of twelve (12) months after termination, he shall not for any reason, she will not, directly or indirectly indirectly, be employed or retained by, own, manage, control, participate in, consult with, render services for, control or be connected with and in any manner engage in capacity whatsoever, whether as an officer, director, shareholder, partner, associate, employee, owner, consultant or otherwise, any business competing with the businesses that owns or operates a cable television network. Employee further agrees that during any such period as she is breach of the Company or any of its Subsidiaries which (i) exist on the date of the termination of Executive's employment or (ii) are commenced during this Section 6, the Noncompete Period (but, shall automatically be extended for purposes such period of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area time as she is in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationbreach hereof.
(b) During the Noncompete Period, Executive Employee shall not directly or indirectly through another entity person (i) induce or attempt to induce any employee Employee of the Company or any subsidiary of its Subsidiaries the Company to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity)Company, or (iiiii) induce or attempt to induce any producer, talent, customer, supplier, licensee or other person having a business relationship with the Company or any subsidiary of its Subsidiaries the Company to cease doing business with the Company or such Subsidiarysubsidiary of the Company, or interfere materially with the relationship between any such producer, talent, customer, supplier, licensee or other person having a business relationship with the Company or any subsidiary of its Subsidiariesthe Company.
(c) If, at the time of enforcement of this paragraph 8Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its Subsidiaries Confidential Information and that his services will be of special, special unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Term of Employment Period and and, for one year thereafter (or six months i) two years thereafter, or (ii) if Executive's employment is terminated Without without Cause or Executive resigns for Good Reason, for one year thereafter, provided that all amounts in excess of $1,000 required to be paid to Executive under this Agreement are promptly paid when due in accordance with this Agreement (in any case, the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any broadcast radio business competing with the businesses of the Company or any of its Subsidiaries which in any geographic market (ias defined by Arbitron Metro) exist on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage (x) operates on the Date of the Termination or (y) commences operations during the Noncompete Period and in either case continues to operate during the Noncompete Period; provided, however, that for purposes of this clause (y) operations in a market shall be deemed to be commenced during the Noncompete Period only if the Company or such businessesSubsidiary have had substantial discussions prior to the Date of Termination concerning the commencement of such operations. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% seven and one-half percent (7 1/2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity person (i) induce or attempt to induce any employee of the Company or any Subsidiary of its Subsidiaries the Company to leave the employ of such personPerson, or in any way interfere with the employment relationship between the Company or any Subsidiary of its Subsidiaries the Company and any employee thereof, (ii) hire any person individual who was an employee executive of the Company or any its Subsidiaries, a station or regional manager of the Company or its Subsidiaries or a radio personality employed by the Company or its Subsidiaries at any time during the Term of Employment Period (other than individuals who have not been employed by the Company or any a Subsidiary of its Subsidiaries the Company for a period of at least six months prior to employment by Executive directly or indirectly through another entityPerson), or (iii) induce or attempt to induce any customer, supplier, licensee or other person Person having a business relationship with the Company or any Subsidiary of its Subsidiaries the Company to cease doing business with the Company or such SubsidiarySubsidiary of the Company, or interfere materially with the relationship between any such customer, supplier, licensee or other person Person having a business relationship with the Company or any and Subsidiary of its Subsidiariesthe Company.
(c) If, at the time of enforcement of this paragraph Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area held to be unreasonable and that the court shall be allowed to revise the restrictions contained herein and held to be unreasonable to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Capstar Broadcasting Partners Inc)
Noncompete, Non-Solicitation. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and other confidential information of the Company and its the Subsidiaries of the Company and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Term of Employment Period and for one year thereafter (or six months thereafter, if Executive's employment is terminated Without Cause an additional period (the "Noncompete Period")) equal to (i) in the event that Executive's employment is terminated pursuant to Section 6.1 hereof, for a period of six (6) months thereafter or (ii) in the event that Executive's employment terminated pursuant to Section 6.3 hereof, for a period of one (1) year thereafter, he shall not directly or indirectly own, manage, control, participate in, consult with, or render services for, or for any "Competing Business" (as defined below) in any manner engage "Competing Market" (as defined below). For purposes of this section, a "Competing Business" is one in which the predominant activities of the business are classified under the same principal Standard Industrial Classification category (using the categories as in effect on April 1, 1999) as any business competing with of the businesses "Material Lines" (as defined below) of the Company and the Company Affiliates. A division or any subsidiary of its Subsidiaries which a diversified business will be treated as a Competing Business only if (i) exist on the date of diversified business falls within the termination of Executive's employment or preceding sentence and (ii) are commenced during either (I) Executive directly provides services to that division or subsidiary as his primary employment within the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such diversified business or had committed substantial resources prior to (II) that division or subsidiary would be a Material Line on a consolidated basis as defined below for the Termination Date to determine the feasibility of entering into such potentially competing diversified business), within the United State and any other geographical area . A "Competing Market" is a geographic market (as defined by The Arbitron Company) in which the Company or any Company Affiliate has, on or before the Date of Termination, with respect to one or more Material Lines, (i) commenced material operations or (ii) determined before such date to commence such material operations and committed substantial resources to either determining the feasibility of such commencement or actually commencing such operations. A geographic market in which the Company or any Company Affiliate operates a Material Line will only be treated as a Competing Market for the Material Line in that market, and not for other Material Lines or other operations of the Company and its Subsidiaries engage Company Affiliates. A "Material Line" is a division, subsidiary, or business line from which the Company and its Company Affiliates derived at least 25% of audited consolidated gross revenues for the Company's fiscal year ended before the Date of Termination. The Company agrees that entities primarily engaged in such businessesconducting business or providing services or goods through the Internet (whether wireline or wireless) including the Internet transmission of music, are expressly excluded from the intended scope of this provision and thus not Competing Businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 24.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such person, or in any way interfere with the employment relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a period of at least six months prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries to cease doing business with the Company or such Subsidiary, or interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of its Subsidiaries.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Samples: Employment Agreement (Radio One Inc)
Noncompete, Non-Solicitation. (ai) Executive acknowledges that in the course of his employment with the Company he has become familiar, and he will become familiar familiar, with the Company's trade secrets and with other confidential information of the Company and its Subsidiaries Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Employment Period and such other time as he is employed by or otherwise receiving compensation from the Company and for one year two years thereafter (or six months thereafter, if Executive's employment is terminated Without Cause (the "Noncompete Period"), he Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business (including by himself or through any other entity) competing with the businesses of the Company as such businesses exist or are in process on the date of the termination of Executive's employment, within any of its Subsidiaries geographic area in which (i) exist the Company engages or plans on the date of the termination of Executive's employment or (ii) are commenced during the Noncompete Period (but, for purposes of this clause (ii) only if the Company or such Subsidiary had determined prior to the Termination Date to enter into such business or had committed substantial resources prior to the Termination Date to determine the feasibility of entering into such business), within the United State and any other geographical area in which the Company or any of its Subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(bii) During the Noncompete Period, Executive shall not directly or indirectly through another entity (iA) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of such personthe Company, or in any way interfere with the employment relationship between any member of the Company or any of its Subsidiaries and any employee thereof, (iiB) hire any person who was an employee of the Company or any of its Subsidiaries at any the time during within the Employment Period (other than individuals who have not been employed by the Company or any of its Subsidiaries for a twelve-month period of at least six months prior to the date of termination of Executive's employment by Executive directly or indirectly through another entity)with the Company, or (iiiC) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with relation to the Company or any of its Subsidiaries to cease doing business with the Company or such SubsidiaryCompany, or in any way interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with relation and the Company or any of its SubsidiariesCompany.
(ciii) If, at the time of enforcement of this paragraph 8Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(div) In the event of the a breach or a threatened breach by Executive of any of the provisions of this paragraph 8Section 11, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance or and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
