Common use of Noncompete Clause in Contracts

Noncompete. The Executive agrees that: ---------- (a) At all times during which the Executive is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of Control") or the Company terminates Executive's employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive shall not, within twenty (20) miles of (i) any of the multifamily residential properties owned by the Company on the first day of the Noncompetition Period, (ii) any tract of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described in (i), (ii) and (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage in, or own, invest in, manage or control any venture or enterprise engaged in, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity. (b) If, at the time of enforcement of this Paragraph 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions.

Noncompete. The Executive agrees that: ---------- (a) At all times during which the Executive is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of Control") or the Company terminates Executive's employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive shall not, within twenty (20) miles of (i) any of the multifamily residential properties owned by the Company on the first day of the Noncompetition Period, (ii) any tract of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any multifamily residential property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described in (i), (ii) and (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage in, or own, invest in, manage or control any venture or enterprise engaged in, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity. (b) If, at the time of enforcement of this Paragraph 1113, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions.

Noncompete. The During the term of Executive’s employment with the Company and for the Restricted Period (as defined in the last sentence of this Section 7(a)) following termination of such employment, Executive agrees that: ---------- (a) At all times during which the Executive is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of Control") or the Company terminates Executive's employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive that he shall not, within twenty (20) miles of (i) any of the multifamily residential properties owned by the Company on the first day of the Noncompetition Period, (ii) any tract of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described in (i), (ii) and (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage inin any location in which the Company, its subsidiaries or ownaffiliates operates or sells its products (the “Territory”), invest inengage, manage have an interest in or control render any venture services to any business (whether as owner, manager, operator, lender, partner, stockholder, joint venturer, employee, consultant or enterprise engaged inotherwise) competitive with the premium apparel business conducted by the Company or its direct or indirect subsidiaries or any material business activities of which Executive was aware that the Company or its direct or indirect subsidiaries had plans to conduct during the time of Executive’s employment or at the time of his Date of Termination. Notwithstanding the foregoing, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner Executive’s ownership solely as an investor of not more than five two percent (52%) or less of the outstanding stock securities of any class of any publicly-traded securities of any company or his ownership interest in Game 71 shall not, by itself, be considered to be competition with the Company or any of its subsidiaries or affiliates. For purposes of this Section 7, the “Restricted Period” shall mean a corporation period of twelve (12) months following the Date of Termination; provided that if Executive is paid severance benefits pursuant to Section 5(j)(ii)(1) or other entity engaged in such business Section 5(j)(viii), the Restricted Period shall be the period with respect to which is publicly tradedBase Salary-related payments are made thereunder; provided, so long as he has no active participation in the business further, that Executive may, at any time, waive his right to receive all or part of such corporation Base Salary-related severance payments (but, if such termination if prior to the end of the Term and not on account of the expiration of the Term, not less than 6 months of such Base Salary-related severance payments) and the Restricted Period shall be reduced by one month (or other entity. part thereof) for each month (bor part thereof) Ifof Base Salary-related severance payments so waived (but in no event shall the Restricted Period be so reduced to less than 6 months); provided further that if Executive’s termination of employment is on or following the end of the Term and Executive is not receiving any Base Salary related severance payments, at the time of enforcement provisions of this Paragraph 11, a court Section 7(a) shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictionsnot apply.

Noncompete. The Executive agrees that: ---------- (a) At all times during which the Executive is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of Control") or the Company terminates Executive's employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive shall not, within twenty (20) miles of (i) any of the multifamily residential properties owned by the Company on the first day of the Noncompetition Period, (ii) any tract of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described in (i), (ii) and (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage in, or own, invest in, manage or control any venture or enterprise engaged in, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity. (b) If, at the time of enforcement of this Paragraph 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions.

Noncompete. The Executive agrees that: ---------- Arnoxx xxxees that for the period ending on the earlier of (ai) At all times during which the Executive is employed by second (2nd) anniversary of the Company, later of the Executive agrees to conduct all multifamily residential development, construction, acquisition and management activities through date (the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month period following the occurrence of a "Change of ControlTermination Date") of Arnoxx'x xxxignation or removal as Co-Chief Executive Officer, Chief Executive Officer or as a director of the Company terminates Executive's employment hereunder for Causeor any successor to its Business or (ii) September 12, then beginning on the Date of Termination and for a one 2003 (1) year period thereafter (such one (1) year period, the "Noncompetition Restrictive Period"), without the Executive prior written consent of the Company, Arnoxx xxxll not Compete (defined below) with the Business of the Companies, except as otherwise permitted under this Section 2. For purposes of this Agreement, "Compete" shall not, within twenty (20) miles of mean: (i) any of within the multifamily residential properties owned Territory (defined below), to engage in a business or business activities that are either (A) substantially similar to, or (B) competitive with, the Business, in each case as engaged in by the Company Companies on the first day date hereof including changes in and expansions of such Business reasonably anticipated on the Noncompetition Perioddate hereof (collectively, a "Competitive Business"); (ii) to assist any tract of land owned by the Company with respect person or entity (whether in a managerial, financial, employment, advisory or other capacity or as a stockholder or owner, except as set forth in clause (iii) below) to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop engage in a multifamily residential property Competitive Business; or (iii) to own any property whichinterest in or to organize a corporation, prior to the first day of the Noncompetition Periodpartnership or other business or organization which engages in a Competitive Business; provided, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof (the areas described however, that nothing in (i), (ii) and clause (iii) above being collectively referred to herein as the "Restricted Area"), directly or indirectly, engage in, or own, invest in, manage or control any venture or enterprise engaged in, any multifamily residential real estate development, construction, acquisition or management activities. Nothing herein shall prohibit the Executive from being a passive owner of not more Arnoxx xxxm acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding stock publicly traded securities of any class corporation which may compete directly or indirectly with the Business; or less than five percent (5%) of the outstanding securities of a corporation any corporation, partnership or other entity engaged in such business which is or organization, whether or not publicly traded, which competes directly or indirectly with the Business so long as he has no active participation is not employed by and does not consult with, or become a director of or otherwise engage in activities for such competing company; provided further that this provision shall not apply in the event the Company or the Company's direct or indirect subsidiaries or any person deriving title to the goodwill of the Business of the Companies being acquired or shares of the Companies being acquired ceases to carry on a business comparable to the Business of the Companies within the Territory; provided further that this provision shall not prevent or impair Arnoxx xxxm performing usual investment banking services for a person or entity engaged in a Competitive Business if such corporation services do not materially relate to or other entityinvolve such Competitive Business. (b) If, at the time of enforcement of this Paragraph 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions.

Noncompete. The Executive Each of Xxxxxx and Loeb agrees that: ---------- (a) At all times , ---------- during which the Executive time that he is employed by the Company, the Executive agrees to conduct all multifamily residential development, construction, acquisition Company and management activities through the Company. In addition, if Executive terminates his employment hereunder prior to the Expiration Date without Good Reason (other than termination by Executive of his employment within the twelve (12) month for a period following the occurrence end of a "Change of Control") or the Company terminates Executive's such employment hereunder for Cause, then beginning on the Date of Termination and for a one (1) year period thereafter (such one (1) year period, the "Noncompetition Period"), the Executive shall not, within twenty (20) miles of (i) any of two years in the multifamily residential properties owned by event that (a) Xxxxxx or Xxxx is terminated for Cause (as hereinafter defined) or (b) Xxxxxx or Loeb voluntarily terminates his employment with the Company on the first day of the Noncompetition Period, or (ii) any tract one year if Xxxxxx of land owned by the Company with respect to which the Company has undertaken substantial development activities and on which the Company intends, as of the first day of the Noncompetition Period, to develop a multifamily residential property or (iii) any property which, prior to the first day of the Noncompetition Period, the Company had entered into a definitive purchase agreement to acquire or had proposed to acquire for the purposes of development thereof Xxxx is otherwise terminated (the areas described in (i), (ii) and (iii) above applicable period being collectively referred to herein as the "Restricted AreaNoncompete Period"), he shall not directly or indirectlyindirectly in any ----------------- manner or under any circumstance, engage in, or own, invest in, manage or control any venture or enterprise engaged participate in, manage, operate, organize, serve as an employee, contractor, advisor or consultant to, or allow the use of his name in connection with, any multifamily residential real estate developmentother company or business venture that provides services substantially similar to the magazine subscription and other credit card enhancement services provided by, constructionand any other businesses that utilize marketing through the use of materials included in credit card statements engaged in by, acquisition the Company in or management activities. Nothing herein shall prohibit for the Executive from being market of the United States of America and Canada, except that Xxxxxx or Loeb, respectively, may hold a passive owner investment of not more stock of less than five percent (5%) of the outstanding stock of any class of securities of shares in a corporation or other entity engaged in such business which is whose shares are publicly traded. As used herein, so long as he the term "Cause" shall mean (a) a reasonable determination by the Board ----- of Directors of the Company that Xxxxxx or Xxxx has no active participation in repeatedly refused to follow the business of reasonable directives made to such corporation or other entity. Party by the Board, (b) Ifthe recklessness or willful misconduct in the performance of duties assigned to Xxxxxx or Loeb by the Board, at (c) indictment of any felony or any misdemeanor involving moral turpitude or fraud, or (d) financial dishonesty, including, without limitation, misappropriation of funds or property of the time Company, or any attempt by the Xxxxxx or Xxxx to secure any personal profit related to the business or business opportunities of enforcement of this Paragraph 11, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictionsCompany.