Noncompete, Nonsolicitation. The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by the Company for Cause or by the voluntary resignation of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of termination.
Noncompete, Nonsolicitation. (a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the “Noncompete Period”), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or any of its Subsidiaries as such businesses (the “Businesses”) exist during the Executive’s employment by the Company, within the United States or any other geographical area in which the Company or any of its Subsidiaries engages or plans to engage in the Businesses (the “Geographical Area”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, “Post-Termination Period” means the twelve (12) month period beginning on the Termination Date.
Noncompete, Nonsolicitation. (a) Executive acknowledges that in the course of his employment with the Company or any other member of the Company Group he has become familiar, and he will become familiar, with the Company Group’s trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that, during the time he is employed by the Company or any other member of the Company Group and for so long as Executive is entitled to receive severance payments hereunder or otherwise or for twenty-four (24) months thereafter if Executive voluntarily resigns (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with the businesses of any member of the Company Group as such businesses exist or are in process on the Date of Termination of Executive’s employment, within any geographical area in which the Company Group engages or plans on the Date of Termination of Executive’s employment to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock 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 other member of the Company Group to leave the employ of the Company or such other member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company or any other member of the Company Group at any time within the six-month period prior to the Date of Termination of Executive’s employment with the Company or any other member of the Company Group, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, franchisor or other business relation of the Company or any other member of the Company Group to cease doing business with the Company or such other member of the Company Group, or in any way interfere with the r...
Noncompete, Nonsolicitation. The receipt of any severance pursuant to Section 7 will be subject to Executive not violating the Non-Competition Agreement referenced in Section 10 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Non-Competition Agreement the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 7 without affecting the Executive’s release or Executive’s obligations under the release agreement.
Noncompete, Nonsolicitation. (i) For a period of 5 years following the Closing Date (the "Noncompete Period"), none of the Sellers shall directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, authorize, his name to be used by, provide services for, or in any manner engage in (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) the manufacture or distribution of mattresses, box springs, bedding products, or any products competitive with such products within any geographical area in which the Company Group has obtained or is in the process of obtaining a Serta license. Nothing herein shall prohibit a Seller (x) from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Seller has no active participation in the business of such corporation or (y) from owning an interest in the Company Group, or any part thereof. For the avoidance of doubt, each of Stuaxx X. Xxxx xxx John X. Xxxx, XXI acknowledge that, in addition to his obligations pursuant to this Section 5B, he has agreed to be bound by the provisions of Section 5 of the Stuaxx Xxxx Xxxloyment Agreement, with respect to Stuaxx X. Xxxx, xxd the John Xxxx Xxxloyment Agreement, with respect to John X. Xxxx, XXI.
(ii) During the Noncompete Period, none of the Sellers shall directly or indirectly (x) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, or in any way interfere with the relationship between the Company Group and any employee thereof, including, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company Group, (y) hire any person who was an employee of the Company Group, or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company Group to cease doing business with the Company Group, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company Group.
(iii) Each of the Sellers agrees and acknowledges that: (a) the covenants set forth in this Section 5B are reasonably limited in both time and geographical scope and in all other respects, (b) the covenants set forth in this Section 5B are reasonably necessary for the protection of the Company, (c) th...
Noncompete, Nonsolicitation. During the term hereof and the period specifically indicated in subsections (A), (B), (C) and (D) below, following termination of Employee’s employment for any reason, Employee will not, directly or indirectly, on behalf of himself or any behalf of anyone else:
(A) for a period of twelve (12) months, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than five percent (5%) of the total outstanding stock of a publicly-held company), engage in any business activity that directly competes with the kind or type of products or services of developed or being developed, produced marketed, distributed, planned, furnished or sold by the Company while Employee was employed by the Company;
(B) for a period of twelve (12) months, call upon any of the customers of the Company who are such at the time of Employee’s termination of employment hereunder, for the purpose of soliciting or providing any product or service the same as that provided by the Company or for the purpose of providing customers to any person or entity conducting a business in direct competition with the business of the Company, as conducted at the date of Employee’s termination (a “Competitive Business”);
(C) for a period of twelve (12) months, communicate with any of the other employees, consultants or representatives of the Company for the purpose of inducing such employees, consultants or representatives to discontinue their relationship with the Company or to establish a relationship with Employee or any Competitive Business; and
(D) for a period of twelve (12) months, solicit, divert or take away or attempt to solicit, divert or take away any of the customers, clients, licenses, strategic partners or patrons of the Company who are such at the time of the Employee’s termination of employment with the Company.
Noncompete, Nonsolicitation. (a) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period (as defined below), the Participant shall not, directly or indirectly, engage in or become interest in, as owner, shareholder, partner, lender, investor, director, officer, employee, consultant, agent, representative or otherwise, any Person engaged in any business competitive with that of the Company, MN Group or their Affiliates. Notwithstanding the foregoing, the Participant shall not be deemed to have breached this Section 9 by reason of purchasing stock in a corporation whose shares are listed on the New York Stock Exchange or quoted on NASDAQ, provided that the Participant’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the aggregate number of outstanding shares of such class.
(b) In consideration of the granting of the Award, the Participant agrees that during the entire term of the Noncompete Period, the Participant shall not, directly or indirectly, solicit any Person who is a Prospect of the Company, MN Group or their Affiliates to become an investment advisory, financial brokerage, insurance brokerage, health consulting, employer benefits, employee benefits or similar client of the Participant or any other Person.
(c) The Participant acknowledges and agrees that the covenants set forth in this Section 9 are reasonable and necessary for the protection of the Company and MN Group. The Participant further agrees that irreparable injury will result to the Company and MN Group in the event of any breach of the terms of Section 9, and that in the event of any actual or threatened breach of any of the provisions contained in Section 9, the Company and MN Group will have no adequate remedy at law. The Participant accordingly agrees that in the event of any actual or threatened breach by the Participant of any of the provisions contained in Section 9, the Company or MN Group shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. If any provision of this Section 9 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the Participant agrees that it is the intention of the parties that s...
Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company he has become familiar, and he will become familiar, with the Company Group's trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company Group. Therefore, the Executive agrees that, during the time he is employed by the Company Group and during any applicable Post-Termination Period (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company Group as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company
Noncompete, Nonsolicitation. (a) The Executive agrees that, during the time he is employed by the Company or any of its Subsidiaries and during any applicable Post-Termination Period (as herein defined) (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for,
Noncompete, Nonsolicitation. (a) Executive acknowledges that in the course of his employment with FGI he will become familiar with Confidential Information and that his services will be of special, unique and extraordinary value to FGI. Therefore, Executive agrees that, during the time he is employed by FGI pursuant hereto and for two (2) years thereafter (the "Noncompete Period"), in the entire ----------------- United States and any other countries in which the Companies or Partnerships are providing, or actively planning to provide goods and services, he will not: (i) compete with the Companies or the Partnerships in the sale of propane or related competitive products or services; (ii) directly or indirectly, in person or through others, for the benefit of Executive or another, call upon, solicit, sell, divert, take away, deliver to, accept business or orders from or otherwise engage in propane-related business with FGI's Customers (as defined below), nor shall Executive, in any capacity, assist others to do so; or (iii) directly or indirectly interfere with the business relationship between FGI and any FGI Customers. The restrictions in this paragraph apply only to products and services that are competitive with the Business and/or products and services of FGI.
(b) While employed by FGI and for two (2) years thereafter, Executive will not (i) interfere with, disrupt, or attempt to disrupt relations, contractual or otherwise, between FGI and its employees, vendors or suppliers, or (ii) hire or take away, directly or indirectly, any FGI employee.
