Common use of Noncompete, Nonsolicitation Clause in Contracts

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 relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) Executive agrees that: (i) the covenants set forth in this Section 4.3 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.3, 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 state 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.

Noncompete, Nonsolicitation. (a) The 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, the Executive agrees that, (1) 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 (ii) during the severance payments hereunder or otherwise or for twenty-four (24) months thereafter if Executive voluntarily resigns period (the “Noncompete Period”), the Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in in, any business with any person (including by himself competing directly or in association with any person, firm, corporate or other business organization or through any other entity) in competition indirectly with the businesses business of the Company Group (as defined below), within any metropolitan area in which 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 has definitive plans on the Date of Termination of Executive’s employment to engage in such businesses. Nothing herein business as of the date of termination by the Company Group; provided, that the Executive shall prohibit not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive from being a passive owner of not more shall hold less than 2% of the outstanding stock units of a corporation which is publicly traded, so long as Executive any such class of securities and has no active participation in the business of such corporationentity. At the Company’s option, the Noncompete Period shall be extended for up to one (1) additional year provided that the Company extend the severance period for a corresponding period. As used in this Section 2.7(a) the business of the Company Group means the ownership, management, operation, or franchising of restaurants, canteens, cafeterias, kiosks and other food service operations featuring Mexican food and the manufacture and distribution of Mexican food products. (b) During the Noncompete Period, the 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 during the six-month period prior to the Date of Termination of Executive’s employment with the Company or any any, other member of the Company GroupGroup except for such employees whose employment has been terminated for at least six months, 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 relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) The Executive agrees that: that (i) the covenants set forth in this Section 4.3 2.7 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.32.7, 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 scope, or area reasonable under such circumstances shall be substituted for the state 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.

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 Consultant agrees that, during the time he is employed by the Company or any other member term 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 this Agreement (the “Noncompete Restricted Period”), Executive shall he will not directly or indirectly own, operate, manage, control, participate in, consult with, render advise, provide 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 or any of its subsidiaries as such businesses exist or are in process on during the Date term of Termination of Executive’s employmentthis Agreement, within the United States or any other geographical area in which the Company Group or any of its subsidiaries engages or plans on the Date of Termination of Executive’s employment to engage in such businesses. Nothing herein shall will prohibit Executive Consultant 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 Consultant has no active participation in the business of such corporation. (b) During the Noncompete Restricted Period, Executive shall Consultant will 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 its subsidiaries to leave the employ of the Company or any such other member of the Company Groupsubsidiary, or in any way interfere with the relationship between any member of the Company Group or any of its subsidiaries and any employee thereof, including without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of the Company or any of its subsidiaries, (ii) hire any person who was an employee of the Company or any other member of the Company Group its subsidiaries at any time within the six-month period prior to the Date of Termination of Executiveduring Consultant’s employment with the Company or any other member of the Company Groupperiod, or (iii) induce or attempt to induce any customer, supplier, licensee, licensordistributor, franchisee, franchisor licensee or other business relation of the Company or any other member of the Company Group its subsidiaries to cease doing business with the Company or any such other member of the Company Groupsubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensordistributor, franchisee, franchisor licensee or business relation and the Company or any other member of the Company Groupits subsidiaries. (c) Executive Consultant agrees that: (i) the covenants set forth in this Section 4.3 12 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Executive Consultant contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.312, 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 will be substituted for the state stated duration, scope or area and that the court shall will be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompete, Nonsolicitation. (a) Executive acknowledges that in the course of his employment with Holdings, the Company or any other member of the Company Group he has become familiar, and he will become familiar, with the Company Group’s '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 thereafter for so long as Executive is entitled to receive severance payments hereunder or otherwise or for twenty-four a period of twelve (2412) 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 date of Termination the termination of Executive’s 's employment, within any geographical area in which the Company Group engages or plans on the Date date of Termination the termination of Executive’s '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 date of Termination termination of Executive’s '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 relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) Executive agrees that: (i) the covenants set forth in this Section 4.3 2.7 are reasonable in geographical and temporal scope and in all other respects, (ii) Holdings and the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce Holdings and the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.32.7, a court or arbiter 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 state 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.

Noncompete, Nonsolicitation. (a) The 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 '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, (1) during the time he is employed by the Company or any other member of the Company Group and (ii) for so long as Executive is entitled to receive severance payments hereunder or otherwise or for twenty-four (24) 12 months thereafter if Executive voluntarily resigns (the “"Noncompete Period”"), the Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in in, any business with any person (including by himself competing directly or in association with any person, firm, corporate or other business organization or through any other entity) in competition indirectly with the businesses business of the Company Group (as defined below), within any metropolitan area in which 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 has definitive plans on the Date of Termination of Executive’s employment to engage in such businesses. Nothing herein business as of the date of termination by the Company Group; provided, that the Executive shall prohibit not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive from being a passive owner of not more shall hold less than 2% of the outstanding stock units of a corporation which is publicly traded, so long as Executive any such class of securities and has no active participation in the business of such corporationentity. As used in this Section 2.7(a) the business of the Company Group means the ownership, management, operation, or franchising of restaurants, canteens, cafeterias, kiosks and other food service operations featuring Mexican food and the manufacture and distribution of Mexican food products. (b) During the Noncompete Period, the 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 during the six-month period prior to the Date of Termination of Executive’s 's employment with the Company or any any, other member of the Company GroupGroup except for such employees whose employment has been terminated for at least six months, 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 relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) The Executive agrees that: that (i) the covenants set forth in this Section 4.3 2.7 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.32.7, 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 state 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.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company or any other member of the Company Group and its Subsidiaries he has become familiar, and he will become familiar, with the Company Group’s 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 Groupand its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and for (i) three years after any voluntary termination or any other member termination for Cause of the Company Group and for so long as Executive is entitled to receive severance payments hereunder Executive's employment or otherwise or for twenty-four (24ii) 18 months thereafter if Executive voluntarily resigns after any termination without Cause of the Executive's employment (the “"Noncompete Period”"), Executive he 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 competing with the businesses of any member of the Company Group or its Subsidiaries as such businesses exist or are in process on the Date date of Termination the termination of the Executive’s 's employment, within any geographical area in which the Company Group engages or plans on the Date of Termination of Executive’s employment its Subsidiaries engage or plan 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. (b) During the Noncompete Period, the 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 Subsidiary to leave the employ of the Company or such other member of the Company GroupSubsidiary, or in any way interfere with the relationship between any member of the Company Group or any Subsidiary and any employee thereof, (ii) hire any person (other than persons employed in a clerical or non-professional position) who was an employee of the Company or any other member of the Company Group at any time Subsidiary within the six-six month period prior to preceding the Date date of Termination of Executive’s employment with the Company or any other member of the Company Groupsuch hiring, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, franchisor licensee or other business relation of the Company or any other member of the Company Group Subsidiary to cease doing business with the Company or such other member of the Company GroupSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor licensee or business relation and the Company or any other member of the Company GroupSubsidiary. (c) Executive agrees that: (i) the covenants set forth in this Section 4.3 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the time of enforcement of this Section 4.36, 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 state 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 a breach or a threatened breach by Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to any other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof. Without limiting the Company's other remedies, in the event of the Executive's breach of any of the covenants in this Section 6, the Company will have no obligation to pay any of the amounts payable by it pursuant to Section 2.

Noncompete, Nonsolicitation. (a) The 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, the Executive agrees that, (1) 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 (ii) during the severance payments hereunder or otherwise or for twenty-four (24) months thereafter if Executive voluntarily resigns period (the “Noncompete Period”), the Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in in, any business with any person (including by himself competing directly or in association with any person, firm, corporate or other business organization or through any other entity) in competition indirectly with the businesses business of the Company Group (as defined below), within any metropolitan area in which 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 has definitive plans on the Date of Termination of Executive’s employment to engage in such businesses. Nothing herein business as of the date of termination by the Company Group; provided, that the Executive shall prohibit not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive from being a passive owner of not more shall hold less than 2% of the outstanding stock units of a corporation which is publicly traded, so long as Executive any such class of securities and has no active participation in the business of such corporationentity. At the Company’s option, the Noncompete Period shall be extended for up to one (1) additional year provided that the Company extend the severance period for a corresponding period. As used in this Section 2.7(a) the business of the Company Group means the ownership, management, operation, or franchising of restaurants; canteens, cafeterias; kiosks and other food service operations featuring Mexican food and the manufacture and distribution of Mexican food products. (b) During the Noncompete Period, the 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 except for such employees whose employment has been terminated for 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 Groupleast six months, 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 relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) The Executive agrees that: that (i) the covenants set forth in this Section 4.3 2.7 are reasonable in geographical and temporal scope and in all other respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein, and (iii) the covenants contained herein have been made in order to induce the Company to enter into this Agreement. (d) If, at the any time of enforcement of this Section 4.32.7, a court shall hold that the duration, scope 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 state 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.