Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that: (a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below); (b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and (c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 8 contracts
Samples: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months one (1) year after Executive's ’s Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 7 contracts
Samples: Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (a) The Employee agrees that during the Company and its affiliates, Period of Employment and for a period of 12 twelve full months after Executive's following the Date of Termination Date(the “Non-Compete Period”), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive Employee will not, directly or indirectly, individually or otherwise, engage in a business competing with any of the businesses conducted by any member of the Company any where in the United States, nor without the prior written consent of the Board directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, lender, officer, employee, partner or consultant, or otherwise engage, invest or participate in any business that is competitive with any of the businesses conducted by any member of the Company; provided, however, that nothing contained in this Section 2(a) shall prevent the Employee from being the registered or beneficial owner of up to 2% of any class of the capital stock of a corporation registered under the Securities Exchange Act of 1934, as amended. The Employee further agrees that during the Non-Compete Period the Employee will not, in any manner, directly or indirectly, for himself the Employee’s benefit or on behalf for the benefit of or in conjunction with any other person, firm, corporation, partnership firm or business entity, solicit (1) induce or attempt to induce any employee of any member of the Company to terminate or abandon his or her employment with any such member for any purpose whatsoever, (2) solicit from any party who is then or, customer doing business with any member of the Company during the 12Non-month period prior Compete Period, business of the same or similar nature to the business of any member of the Company with such solicitation customer, or attempt by Executive was (3) otherwise interfere with the business or was solicited to become), a customer accounts of any member of the Company, provided that the restriction in this paragraph .
(b) shall not apply As consideration for the Employee’s agreement to any activity on behalf the provisions of a business that is not a Restricted Business; and
(c) Executive will not (Sections 1 and will not attempt to) solicit2(a), entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter has entered into contractual relations the Employment Agreement with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityEmployee.
Appears in 6 contracts
Samples: Non Compete Agreement (Geospatial Corp), Non Compete Agreement (Geospatial Corp), Non Compete Agreement (Geospatial Holdings, Inc.)
Noncompetition and Nonsolicitation. While (a) In consideration for the continued employment of the Executive is employed by ---------------------------------- and for the payments and benefits provided under this Agreement:
(i) The Executive agrees that he shall not, while an employee of the Company and its affiliates, and for a during the one-year period following termination of 12 months after Executive's Termination Date, Executive agrees that:
employment (a) Executive will notthe “Restricted Period”), directly or indirectly engage inindirectly, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less without the prior written consent of the outstanding stock Company, engage in or become associated with any business or other endeavor engaged in or competitive with the businesses (the “Protected Businesses”) conducted by the Company or its Affiliates (which Protected Businesses include, without limitation, the provision of FSS services on a retail basis, a wholesale basis and on a distributor basis); provided, that, the Protected Businesses shall not include any corporation listed on other businesses of an entity in which the New York Company, directly or American Stock Exchange indirectly, owns less than 20% of the equity interests. For these purposes, the Executive shall be considered to have become “associated with” a business or included in other endeavor if the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership Executive becomes directly or business entity (whether indirectly involved as an owner, principal, employee, officer, partnerdirector, directorindependent contractor, representative, stockholder, financial backer, agent, security holderpartner, creditoradvisor, consultantlender, or otherwisein any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in that business. The foregoing shall not be construed to forbid the Executive from making or retaining investments in less than one percent of the equity of any entity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(ii) The Executive agrees that engages in he shall not, during the Restricted Business Period, directly or indirectly, without the prior written consent of the Company, (A) hire employees or former employees of the Company or any of its subsidiaries or Affiliates (which shall for this purpose include any individual employed by the Company or any of its subsidiaries or Affiliates at any point during the year preceding such hiring), induce, persuade, solicit or attempt to induce, persuade, or solicit any of the employees of the Company or any of its subsidiaries or Affiliates to leave the employ of the Company or any of its subsidiaries or Affiliates, (B) solicit, recruit or hire (or attempt to solicit, recruit or hire) any employees of the Company or any of its subsidiaries or Affiliates or Persons who have worked for the Company or any of its subsidiaries or Affiliates during the 12-month period immediately preceding such solicitation, recruitment or hiring or attempt thereof, or (C) help others to take any action set forth in clauses (A) and (B) except to the extent that any such inducement, persuasion or solicitation or attempt to induce, persuade or solicit an employee of the Company or any of its subsidiaries or Affiliates to leave the employ of the Company or any of its subsidiaries or Affiliates during his employment is necessary or desirable as defined below) determined by the Executive’s good faith judgment in connection with the Restricted Territory performance of the Executive’s duties to the Company as set forth in this Agreement. This means, among other things, that if the Executive’s employment with the Company terminates (whether voluntarily or involuntarily), he shall refrain for one year from in any way helping any person or entity hire any of his former, fellow employees away from the Company or any of its subsidiaries or Affiliates, provided that the Executive may serve as defined below);
(b) a reference for such employees and former employees and actions taken by any person or entity with which the Executive will is associated if the Executive is not, directly or indirectly, personally involved in any manner in the matter and has not identified such Company-related person or Affiliates for himself soliciting or on behalf hiring will not be considered a violation for purposes of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt this Section 6(a)(ii). This shall not be construed to solicit any party who is then orprohibit general solicitations of employment through the placing of advertisements.
(iii) The Executive agrees that he shall not, during the 12-month period Restricted Period, directly or indirectly, without the prior to such solicitation or attempt by Executive was (or was solicited to become), a customer written consent of the Company, provided that knowingly perform any action, activity or course of conduct which is substantially detrimental to the restriction businesses or business reputations of the Company or any of its subsidiaries or Affiliates, including (A) intentionally interfering with the relationship of the Company or any of its subsidiaries or Affiliates with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company or any of its subsidiaries or Affiliates; or (B) assisting any Person in any way to do, or attempt to do, anything prohibited by clause (A). The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which the Executive is in violation of any of the provisions of this paragraph Section 6(a).
(b) shall not apply to If a final and non-appealable judicial determination is made that any activity on behalf of a business that is not a Restricted Business; and
(c) Executive the provisions of this Section 6 constitutes an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of this Section 6 will not (be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and will effect for the longest period and largest geographic area that would not attempt to) solicitconstitute such an unreasonable or unenforceable restriction. Moreover, enticeand without limiting the generality of Section 12, persuade or induce notwithstanding the fact that any individual who provision of this Section 6 is employed by determined not to be specifically enforceable, the Company or its affiliates will nevertheless be entitled to terminate or refrain from renewing or extending recover monetary damages as a result of the Executive’s breach of such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityprovision.
Appears in 6 contracts
Samples: Employment Agreement (Intelsat S.A.), Employment Agreement (Intelsat S.A.), Employment Agreement (Intelsat S.A.)
Noncompetition and Nonsolicitation. While Executive (a) The Employee agrees and acknowledges that, in connection with his employment with the Company, he has been and will continue to be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company, Teavana and their Affiliates. The Employee further acknowledges and agrees that, given the nature of this information and trade secrets, it is employed by ---------------------------------- likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a Competitive Business in any position comparable to the position he will hold with the Company under this Agreement. Accordingly, in consideration of his employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Employee agrees that, while he is in the employ of the Company and its affiliatesfor two (2) years after the date that the Employee ceases to be an employee of the Company, and Employee will not, without the prior written consent of Company, for a period his own account or jointly with another, for or on behalf of 12 months after Executive's Termination Dateany person, Executive agrees thatas principal, agent, shareholder, participant, partner, promoter, director, officer, manager, employee, consultant, sales representative or otherwise:
(ai) Executive will notprovide services the same as or substantially similar to those Employee provided while employed by Company to any business engaged, directly or indirectly engage inwhich he reasonably knows is undertaking to become engaged, assistin a business that is in competition with the Business of the Company, perform Teavana, or their respective Affiliates (a “Competitive Business”) anywhere in the United States where the Company does business; provided that Employee may purchase or otherwise acquire up to (but not in excess of) 2% of any class of securities of any Person, including a Competitive Business (but without otherwise participating in the activities of such Person), if such securities are listed on any national or regional securities exchange or are quoted on Nasdaq.
(ii) solicit, or assist in the solicitation of, any person or entity to whom the Company, Teavana, or any Affiliate sold or licensed or provided any products or services on, or during the two (2) year period prior to, the date of termination of employment, and with whom the Employee had contact with, solicited, provided services for, establish or openreceived services from, or have any equity interest gained substantive knowledge of during the six (other than ownership 6) months immediately prior to the Employee’s last day of 5% or less employment, for the purpose of obtaining the outstanding stock patronage of such person for the purchase of any corporation listed on the New York competitive products or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below)services;
(biii) Executive will notsolicit, interfere with, disturb, or attempt to solicit, interfere with or disturb, directly or indirectly, for himself the relationship (contractual or on behalf of or in conjunction otherwise) with any other personperson who is, firmas of the date of termination of employment, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period was within two (2) years prior to such solicitation or attempt by Executive was (or was solicited to become)the date of termination of employment, a customer supplier of the Company, Teavana, or any Affiliate, including any actively sought prospective supplier of the Company, Teavana, or any Affiliate, and with whom the Employee had contact with, solicited, provided that services for, received services from, or gained substantive knowledge of during the restriction six (6) months immediately prior to the Employee’s last day of employment, for the purpose of inducing such supplier to cease doing business with the Company, Teavana, or any Affiliate; or
(iv) solicit, or assist in this paragraph the solicitation of, for the purpose of offering employment to or hiring, any person employed by the Company, Teavana, or any Affiliate (as an employee, independent contractor or otherwise) unless, prior to any such solicitation, such person is no longer employed or engaged by the Company, Teavana, or any Affiliate.
(b) shall The parties agree that the relevant public policy aspects of covenants not apply to any activity compete and not to solicit have been discussed, and that every effort has been made to limit the restrictions placed upon the Employee to those that are reasonable and necessary to protect the Company’s legitimate interests. The Employee acknowledges that, based upon his education, experience, and training, these non-compete and non-solicit provisions will not prevent him from earning a livelihood and supporting himself and his family during the relevant time period. The Employee further acknowledges that a narrower geographic limitation on behalf of a the restrictive covenants than that set forth above would not adequately protect the Company’s legitimate business that is not a Restricted Business; andinterests.
(c) Executive If any provision of this Section 3.1, or the application of such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court or other tribunal of competent jurisdiction, such provision will, without any actions on the part of the parties to this Agreement, be modified to the least extent necessary to cause such provision to conform to the law as determined by such court or other tribunal, and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement.
(d) The restrictions contained in Section 3.1 are necessary for the protection of the business, goodwill, and Confidential Information of the Company, Teavana, and their Affiliates and are considered by the Employee to be reasonable for such purposes. The Employee agrees that any material breach of Section 3.1 will cause the Company, Teavana, and their Affiliates substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief, cease any severance payments being made to the Employee, and/or recover severance payments already made.
(e) The existence of a claim, charge, or cause of action by the Employee against the Company shall not attempt to) solicit, entice, persuade or induce any individual who is employed constitute a defense to the enforcement by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than of the Company or its affiliates, foregoing restrictive covenants.
(f) The provisions of this Section 3.1 shall survive termination of this Agreement and Executive shall not approach any such employee apply regardless of the reason for any such purpose or authorize or knowingly cooperate with the taking termination of any such actions by any other individual or entitythe Employee’s employment.
Appears in 5 contracts
Samples: Employment Agreement (Teavana Holdings Inc), Employment Agreement (Teavana Holdings Inc), Employment Agreement (Teavana Holdings Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months 1 year after Executive's Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 4 contracts
Samples: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company Employment Period and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less until the end of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory Period (as defined below);
(b) , the Executive agrees that the Executive will not, directly or indirectly, for himself on the Executive's own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person within the United States of America or in conjunction with any other person, firm, corporation, partnership country or business entity, solicit or attempt to solicit any party who is then or, during territory in which the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer businesses of the CompanyCompany are conducted:
(a) own, provided manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the restriction in this paragraph nutritional supplements industry.
(b) shall not apply solicit, hire, or otherwise attempt to establish for any activity on behalf Person, any employment, agency, consulting or other business relationship with any Person who is or was an employee of a business that is not a Restricted Business; andthe Company or any of its Affiliates.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in SECTION 5.2(a) hereof, (x) the Executive will not (and will not attempt tomay own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in SECTION 5.2(a) solicitas long as with respect to each such investment, entice, persuade or induce any individual who is employed the securities held by the Company Executive do not exceed five percent (5%) of the outstanding securities of such Person and, such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (y) the Executive may serve on the board of directors (or its affiliates to terminate other comparable position) or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with as an officer of any other individual or entity other than at the Company or its affiliatesrequest of the Board; provided, and however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not approach be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend his name to, any such employee Person.
(d) The Executive acknowledges and agrees that, for any such purpose purposes of this SECTION 5.2, an act by his spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling, or authorize or knowingly cooperate with other member of his immediate family will be treated as an indirect act by the taking of any such actions by any other individual or entityExecutive.
Appears in 4 contracts
Samples: Employment Agreement (General Nutrition Companies Inc), Employment Agreement (General Nutrition Companies Inc), Employment Agreement (General Nutrition Companies Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company Employment Period and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less until the end of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory Period (as defined below);
(b) , the Executive agrees that the Executive will not, directly or indirectly, for himself on the Executive’s own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person within the United States of America or in conjunction with any other person, firm, corporation, partnership country or business entity, solicit or attempt to solicit any party who is then or, during territory in which the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer businesses of the CompanyCompany are conducted:
(a) own, provided manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the restriction in this paragraph nutritional supplements industry.
(b) shall not apply solicit, hire, or otherwise attempt to establish for any activity on behalf Person, any employment, agency, consulting or other business relationship with any Person who is or was an employee of a business that is not a Restricted Business; andthe Company or any of its Affiliates.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a) hereof, (x) the Executive will not (and will not attempt tomay own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.2(a) solicitas long as with respect to each such investment, entice, persuade or induce any individual who is employed the securities held by the Company Executive do not exceed five percent (5%) of the outstanding securities of such Person and, such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (y) the Executive may serve on the board of directors (or its affiliates to terminate other comparable position) or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with as an officer of any other individual or entity other than at the Company or its affiliatesrequest of the Board; provided, and however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not approach be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend his name to, any such employee Person.
(d) The Executive acknowledges and agrees that, for any such purpose purposes of this Section 5.2, an act by his spouse, ancestor, lineal descendant, lineal descendant’s spouse, sibling, or authorize or knowingly cooperate with other member of his immediate family will be treated as an indirect act by the taking of any such actions by any other individual or entityExecutive.
Appears in 4 contracts
Samples: Employment Agreement (General Nutrition Centers Inc), Employment Agreement (GNC Corp), Employment Agreement (General Nutrition International Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) From the Commencement Date until two years after Executive will notis no longer employed by the Company or any of its Affiliates (the “Restricted Period”), directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder, officer or director of any corporation or other person, firm, corporation, partnership or business entity, solicit or attempt as a trustee, fiduciary or in any other similar representative capacity, absent the Company’s prior written approval, carry on, or be engaged, concerned or take part in, or render services to solicit (for compensation or otherwise), or own, share in the earnings of or invest in the stocks, bonds, or other securities of (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), any party who is then orother person or entity that competes with the Group. For purposes of this Agreement, during a person or entity “competes” with the Group if it (i) bids for, or otherwise solicits or interferes with, any existing business relationship of the Group (including the relationships of the Group with any of its clients, customers and/or accounts) or (ii) bids for or otherwise solicits a new relationship sought by the Group within the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become)the termination of Executive’s employment hereunder and “Group” means, a customer of collectively, the Company, provided that the restriction in this paragraph Purchaser and its worldwide Affiliates.
(b) Until the end of the Restricted Period, Executive shall not apply to any activity not, as principal, proprietor, director, officer, partner, shareholder, employee, member, manager, consultant, agent, independent contractor or otherwise, for himself or on behalf of a business that is not a Restricted Business; and
any other person or entity (c) Executive will not (and will not except the Company or any other member of the Group, at the Company’s request), directly or indirectly, recruit, solicit or induce, or attempt to) solicitto recruit, entice, persuade solicit or induce any individual person who is employed by at any time within the two-year period prior to the termination of his employment was in the employ of the Company or its affiliates to terminate their employment with, or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than otherwise cease their relationship with, the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany.
Appears in 3 contracts
Samples: Employment Agreement (Titanium Asset Management Corp), Employment Agreement (Titanium Asset Management Corp), Employment Agreement (Titanium Asset Management Corp)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (a) During the Company and its affiliatesterm of this Agreement, except as contemplated herein, and for a period of 12 months three (3) years after Executive's Termination Datethe termination of his employment with the Employer, Executive agrees that:
(a) Executive will regardless of the reason for such termination, the Employee shall not, directly or indirectly indirectly, within Florida, enter into, engage in, assist, perform services for, establish or openbe employed by, or have consult with any equity interest business in competition with the business of the Employer or Nu-Wave Health Products, Inc., a Florida corporation ("Nu-Wave") as it is then carried on (except for vitamin outlets); further, the Employee shall not sell to, market, produce or otherwise deal with any customer of the Employer or Nu-Wave. The restrictions of this Section 12 shall extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership, corporation or other than entity, or otherwise. The restrictions of this Section 12 shall not be violated by the ownership of 5no more than 2% or less of the outstanding stock securities of any corporation listed company whose stock is traded on a national securities exchange or is quoted in the New York or American Stock Exchange or included in Automated Quotation System of the National Association of Securities Dealers Automated Quotation System) (NASDAQ). Solicitation or acceptance of orders outside of any prohibited territory as described above for shipment to, delivery in or service in any person, firm, corporation, partnership or restricted territory shall also constitute engaging in business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages within the restricted territories in the Restricted Business (as defined below) in the Restricted Territory (as defined below);violation of this Section 12.
(b) Executive During his employment with the Employer, except as contemplated herein, and for a period of one (1) year after the termination of his employment with the Employer, regardless of the reason for such termination, the Employee agrees he will refrain from and will not, directly or indirectly, for himself as independent contractor, employee, consultant, agent, partner, joint venturer, or on behalf of or in conjunction with any other personotherwise, firm, corporation, partnership or business entity, solicit or attempt to (1) solicit any party who is then or, of the employees of the Employer or Nu-Wave to terminate their employment or (2) accept employment with or seek remuneration by any of the customers of the Employer or Nu-Wave with whom the Employer or Nu-Wave did business during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer term of the Company, provided that Employee's employment.
(c) The period of time during which the restriction Employee is prohibited from engaging in this paragraph certain business practices pursuant to Sections 12(a) or (b) shall not apply to be extended by any activity on behalf length of a business time during which the Employee is in breach of such covenants.
(d) It is understood by and between the parties hereto that is not a Restricted Business; and
the foregoing restrictive covenants set forth in Sections 12(a) through (c) Executive will are essential elements of this Agreement, and that, but for the agreement of the Employee to comply with such covenants, the Employer would not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed have agreed to enter into this Agreement. Such covenants by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with Employee shall be construed as agreements independent of any other individual provision in this Agreement. The existence of any claim or entity other than cause of action of the Company Employee against the Employer, whether predicated on this Agreement, or its affiliatesotherwise, and Executive shall not approach constitute a defense to the enforcement by the Employer of such covenants.
(e) It is agreed by the Employer and the Employee that if any portion of the covenants set forth in this Section 12 are held to be invalid, unreasonable, arbitrary or against public policy, then such employee for portion of such covenants shall be considered divisible both as to time and geographical area. The Employer and Employee agree that, if any such purpose court of competent jurisdiction determines the specified time period or authorize the specified geographical area applicable to this Section 12 to be invalid, unreasonable, arbitrary or knowingly cooperate with against public policy, a lesser time period or geographical area which is determined to be reasonable, nonarbitrary and not against public policy may be enforced against the taking Employee. The Employer and the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of any such actions the nature and extent of the business conducted by any other individual or entitythe Employer.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Employment Agreement (Innovative Health Products Inc), Employment Agreement (Dynamic Health Products Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 3 contracts
Samples: Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc), Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While The Executive is employed by ---------------------------------- agrees that during the Company and its affiliatesExecutive’s employment or other business relationship with the Company, whether or not under this Agreement, and for a period of 12 months after Executive's Termination Date, Executive agrees that:two years thereafter (the “Restricted Period”):
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself individually or on behalf as a consultant to, or an Executive, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity (including, without limitation, any competitor of the Company), other than the Company, engage in or assist any other person or entity to engage in conjunction any business which competes with any other person, firm, corporation, partnership business in which the Company is engaging or business entity, solicit the actual or attempt to solicit any party who is then ordemonstrably anticipated research or development of the Company (a “Competing Business”), during the 12Executive’s employment, anywhere in the United States or anywhere else in the world where the Company does business or plans to do business or is considering doing business (it being understood and agreed that the Executive’s involvement with (i) the Existing Investments (but only to the extent such entity operates its business as in effect as of the date hereof and does not otherwise change or modify, in any material respect, its business so as to compete with any business in which the Company is engaged) and (ii) any approved Future Investment in accordance with Section 3 hereof (but only to the extent such entity operates its business as in effect as of the date of such approval and does not otherwise change or modify, in any material respect, its business so as to compete with any business in which the Company is engaged) shall not violate this Section 6(a)). Notwithstanding the foregoing, the Executive’s (x) discretionary ownership of less than three percent (3%) and (y) non-month period prior discretionary (for example through a mutual fund or other investment vehicle not controlled by Executive) ownership of the outstanding stock of any publicly-traded corporation shall not be deemed a violation of this Section 6(a);
(b) the Executive will not, directly or indirectly, individually or as a consultant to, or an Executive, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to such solicitation entice away from the Company, endeavor to reduce the amount of business conducted with the Company by or attempt by Executive was (otherwise interfere with the business relationship of the Company with any person or entity who is, or was solicited to become)within the one-year period immediately prior thereto, a customer of or client of, supplier, vendor or service provider to, or other party having business relations with the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) the Executive will not (and will not attempt not, directly or indirectly, individually or as a consultant to) solicit, enticeor an Executive, persuade officer, director, manager, stockholder, partner, member or induce other owner or participant in any individual who is employed by business entity solicit or endeavor to entice away from the Company, or offer employment or any consulting arrangement to, or otherwise interfere with the business relationship of the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual person or entity other than who is, or was within the Company one-year period immediately prior thereto, employed by, associated with or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with a consultant to the taking of any such actions by any other individual or entityCompany.
Appears in 2 contracts
Samples: Employment Agreement (Definitive Healthcare Corp.), Employment Agreement (Definitive Healthcare Corp.)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months one (1) year after Executive's ’s Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly indirectly, engage in, assist, in or perform services Services (as defined below) for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 2 contracts
Samples: Employment Agreement (iPCS, INC), Employment Agreement (iPCS, INC)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (i) During the Executive's employment with the Company and its affiliates, and for a period of 12 months after Executivetwo (2) years following termination of employment under this Agreement for any reason (the "Restricted Period"), without the prior written consent of the Company, the Executive shall not in any state in which the Company or any of the Company's Termination Date, Executive agrees that:
(a) Executive will notAffiliates conducts business, directly or indirectly engage indirectly, either for the Executive or any other person, own, manage, control, materially participate in, assistinvest in, perform permit the Executive's name to be used by, act as consultant or advisor to, render material services for, establish for (alone or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in association with any person, firm, corporation, partnership corporation or other business organization) or otherwise assist in any manner any entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in or owns, invests in, manages, conducts or controls any venture or enterprise engaged in the business of providing (i) property-casualty insurance of a type similar to that which is provided by the Company or any of the Company's Affiliates as of the date of the Executive's termination of employment hereunder (or which is actively being considered by the Company or any of the Company's Affiliates as of such date) or (ii) any other business of the type that constitutes a substantial portion of the business of the Company or any of the Company's Affiliates at the date the Executive ceases to be employed by the Company or any of the Company's Affiliates. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the equity securities of a corporation engaged in such business which is publicly traded, so long as the Executive's has no active participation in the business of such corporation.
(ii) During the Restricted Business (as defined below) in Period, the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person(A) solicit, firm, corporation, partnership or business entity, solicit induce or attempt to solicit induce or aid others in inducing an employee of the Company or any party who is then orof the Company's Affiliates to leave the employ of the Company or any of the Company's Affiliates, during or in any way interfere with the 12-month period prior to such solicitation relationship between the Company and an employee of the Company or any of the Company's Affiliates except in the proper exercise of the Executive's authority, (B) hire or attempt by Executive was to hire any employee of the Company or any of the Company's Affiliates (C) solicit, establish or was solicited attempt to becomeestablish an agency relationship with any insurance agent or insurance agency of the Company or any of its Affiliates or (D) solicit, induce or attempt to induce any customer or policyholder to cease doing business with the Company or any of the Company's Affiliates or in any way interfere with the relationship between the Company and any customer, policyholder or other business relation of the Company or any of the Company's Affiliates.
(iii) If, at the time of enforcement of this Section 7(b), a customer court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the Executive and the Company agree that it is the intention of the Company, provided parties that such provision should be enforceable to the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitymaximum extent permissible under applicable law.
Appears in 2 contracts
Samples: Employment Agreement (National Atlantic Holdings Corp), Employment Agreement (National Atlantic Holdings Corp)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company period commencing as of the date hereof and until the Purchaser or its affiliatesassignees neither beneficially own any Notes nor beneficially own at least 2% of the Company's common stock (such period, and for a period of 12 months after Executive's Termination Datethe "TERM"), Executive hereby agrees that:
that Executive (aincluding his spouse, infant children, siblings, any company or undertaking in which he holds a controlling interest, or any person related by marriage or consanguinity) Executive will not, directly or indirectly indirectly, engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in in, any person, firm, corporation, partnership or business entity (whether as an employeeexecutive, officer, partner, director, agent, security holder, creditoremployee, consultant, investor or otherwisesimilar position) that engages in or render services to a Competitive Business, or otherwise interfere with the Restricted business of the Company or Company Affiliates, including without limitation:
(a) either on his own behalf or on behalf of any other person, solicit business similar to the Business (as defined below) from any customer, supplier, distributor of, or a person in a similar commercial relationship with, the Restricted Territory (as defined below);Company or Company Affiliates; and
(b) either on his own behalf or on behalf of any other person, solicit, employ or otherwise engage as an employee, independent contractor, or otherwise any person who is and was, at any time during one year prior to such solicitation, employment or engagement, an employee of the Company or Company Affiliates, or in any manner induce any employee of the Company or Company Affiliates to terminate his or her employment therewith. Notwithstanding the foregoing paragraphs of this Section 2.1:
(i) Executive will notmay own, directly or indirectly, for himself or on behalf as an investor, securities of or any company engaging in conjunction with any other persona Competitive Business, firm, so long as Executive's aggregate holdings in each such corporation shall not constitute more than three percent (3%) of such corporation, partnership or business entity, solicit or attempt 's voting stock;
(ii) Executive represents that the entities identified in Schedule II represent the pre-existing relationships disclosed by the Company pursuant to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer Purchase Agreement which form part of the CompanyTransaction Documents and do not engage in a Competitive Business and for the foregoing reason, provided that the restriction Executive may continue his involvement as a shareholder, officer or director of such entities so long as such entities do not engage in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted BusinessCompetitive Business during such involvement; and
(ciii) Executive will not (and will not attempt to) solicitmay serve as a shareholder, entice, persuade director or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking officer of any such actions by any other individual or entityentity that is not engaged in a Competitive Business.
Appears in 2 contracts
Samples: Noncompetition Agreement (Abax Lotus Ltd.), Noncompetition Agreement (Abax Lotus Ltd.)
Noncompetition and Nonsolicitation. While (a) The Executive is employed agrees that, during employment by ---------------------------------- the Company and its affiliates(or by any Company parent, affiliate or subsidiary), and for a period of 12 24 months after Executive's Termination Datethe termination of such employment (irrespective of the reason(s) for the end of employment), Executive agrees that:
(a) the Executive will notnot engage in a business, directly or indirectly indirectly, that sells, rents, brokers, provides storage for, or leases boating products or services or finance and insurance products or services anywhere in the United States and any other country in which the Company is doing business at the time of the termination of employment. The Executive acknowledges that the Company has operations throughout the United States and other countries and that his duties will involve, from time to time, interactions with customers, supplies and other employees throughout the United States and other countries. The term “engage in” shall include, assistbut shall not be limited to, perform services foractivities, establish whether direct or openindirect, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any personas proprietor, firmpartner, corporationshareholder, partnership or business entity (whether as an employeemember, officer, partnerdirector, directorlandlord, principal, agent, security holder, creditorExecutive, consultant, independent contractor, joint venturer, investor or otherwise) lender; provided, however, that engages in the Restricted Business ownership of not more than one percent (as defined below1%) in the Restricted Territory (as defined below);aggregate by the Executive of the stock of a publicly held corporation shall not be included in such term.
(b) In furtherance of, and without in any way limiting the restriction in Section 5(a) above, for the period specified in Section 5(a) above, the Executive will shall not, directly or indirectly:
(i) Request any past, present, or future customers, suppliers or vendors of the Company (or any Company parent, affiliate or subsidiary), directly or indirectly, to curtain or cancel their business with the Company (or any Company parent, affiliate or subsidiary);
(ii) Solicit, canvas, or accept, or authorize any other person to solicit, canvas, or accept, from any past, present, or future customers, suppliers or vendors of the Company (or any Company parent, affiliate or subsidiary), any business for himself or on behalf of or in conjunction with any other person, firmfirm or entity engaged in a business the same as, corporationsimilar to, partnership or in general competition with the business entityof the Company (or any Company parent, affiliate or subsidiary) being conducted within the territorial limits described in Section 5(a) above;
(iii) solicit for employment, employ or agree to employ any Executive, contractor or consultant of the Company (or of any Company parent, affiliate or subsidiary);
(iv) Induce or attempt to solicit influence any party who is then orExecutive, during contractor or consultant of the 12-month period prior to such solicitation or attempt by Executive was Company (or was solicited to become)of any Company parent, a customer of the Company, provided that the restriction in this paragraph (baffiliate or subsidiary) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending change the nature of such employment or Executive’s employment; or
(v) make material preparations to become employed engage in the activities prohibited by or enter into contractual relations Section 5(a)(i)-(iv) above. As used in this Section 5(b), “future customer” shall mean a customer with any other individual or entity other than whom business will have been transacted between the Company or its affiliates, date of this Agreement and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking end of any such actions by any other individual or entitythe term specified in Section 5(a) above.
Appears in 2 contracts
Samples: Key Executive Retention Agreement (Marinemax Inc), Key Executive Retention Agreement (Marinemax Inc)
Noncompetition and Nonsolicitation. While Executive is employed (a) For a period of two years following the Closing, Aon shall not, and shall cause its Affiliates not to, solicit any employees of Buyer or any of its Affiliates identified to Aon as part of the transactions contemplated by ---------------------------------- this Agreement to leave the employ of Buyer or its Affiliates or violate the terms of their contracts, or any employment arrangements, with the Company or any Subsidiary; provided, however, that Aon or any of its Affiliates may solicit any Transferred Employees who are discharged by the Company or a Subsidiary, and, provided, further, that nothing in this Section 8.6(a) shall prohibit Aon or any of its Affiliates from employing any Transferred Employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation, (ii) seeks employment in response to any general advertisement or other similar method and not in response to any direct or indirect solicitation efforts or (iii) whose employment has been terminated prior to commencement of employment discussions.
(b) For a period of two years following the Closing, Buyer shall not, and shall cause its Affiliates (including the Company and the Subsidiaries) not to solicit any employees of Aon or its affiliatesAffiliates identified to Buyer as part of the transactions contemplated by this Agreement to leave the employ of Aon or its Affiliates, as applicable, or violate the terms of their contracts, or any employment arrangements, with Aon or its Affiliates, as applicable; provided, however, that Buyer or any of its Affiliates may solicit any such employees who are discharged by Aon or its Affiliates, as applicable; provided, further, that nothing in this Section 8.6(b) shall prohibit Buyer or any of its Affiliates from employing any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation, (ii) seeks employment in response to any general advertisement or other similar method and not in response to any direct or indirect solicitation efforts or (iii) whose employment has been terminated prior to commencement of employment discussions.
(c) As a separate and independent covenant, for a period of 12 months after Executive's Termination Datetwo (2) years following the Closing, Executive agrees that:
(a) Executive will Aon shall not, directly or indirectly and shall cause its Affiliates not to, engage inin a Restricted Business anywhere in the world; provided, assisthowever, perform services forthat, establish or openfor the purposes of this Section 8.6, or have any equity interest (other than x) ownership of 5% or less securities having no more than five percent of the outstanding stock voting power of any corporation Person whose capital stock or equity is listed on any national or international securities exchange or quotation system and (y) ownership of not more than 25% of any private equity fund or alternative investment vehicle in which Aon or its Affiliates is a passive investor shall not be deemed to be a violation of this Section 8.6.
(d) Notwithstanding the New York provisions of this Section 8.6 and without implicitly agreeing that the following activities would be subject to the provisions of Section 8.6(c), nothing in this Agreement or American Stock Exchange or included in the National Association Seller Ancillary Agreements shall preclude, prohibit or restrict Aon or any of Securities Dealers Automated Quotation Systemits Affiliates from: (i) engaging in or owning an interest in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the any Exempt Business Activities; (ii) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or segment that is engaged in any Restricted Business (an “Acquired Business”), so long as defined belowfor the most recent fiscal year ending prior to the date of such purchase, the gross written premiums or revenues of such business derived from a Restricted Business were less than 33-1/3% of the total consolidated gross written premiums or revenues of such business; or (iii) engaging in a Change of Control or, if the acquiring Person has a subsidiary, division, group, franchise or segment that is engaged in a Restricted Business at the time of the Change of Control, thereafter engaging in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction Business. Nothing in this paragraph (b) Section 8.6 shall not apply require Aon or any of its Affiliates to divest or dispose of all or any activity on behalf portion of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by an Acquired Business to the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityextent engaging in Exempt Business Activities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aon Corp), Stock Purchase Agreement (Ace LTD)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company Employment Period and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less until the end of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory Period (as defined below);
(b) , the Executive agrees that the Executive will not, directly or indirectly, for himself on the Executive's own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person within the United States of America or in conjunction any other country or territory in which the businesses of the Company are conducted:
(a) own, manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute or manufacture nutritional supplements (a "Competitive Business").
(b) solicit, hire, or otherwise attempt to establish for any Person (other than clerical employees), any employment, agency, consulting or other business relationship with any Person who is or was an employee of the Company.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a) hereof, (x) the Executive may own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.2(a) as long as with respect to each such investment, the securities held by the Executive do not exceed five percent (5%) of the outstanding securities of such Person and, such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (y) the Executive may serve on the board of directors (or other personcomparable position) or as an officer of any entity at the request of the Board (which consent shall not be unreasonably withheld or delayed); provided, firmhowever, corporationthat in the case of investments otherwise permitted under clause (x) above, partnership the Executive shall not be permitted to, directly or business entityindirectly, solicit participate in, or attempt to solicit influence, the management, direction or policies of (other than through the exercise of any party who is then or, during voting rights held by the 12-month period prior to Executive in connection with such solicitation or attempt by Executive was (or was solicited to becomesecurities), or lend his name to, any such Person; or (z) the Executive may provide services to a customer subsidiary, division or entity of the Companya Competitive Business, provided that the restriction in this paragraph (b) shall not apply subsidiary, division or entity that the Executive provides services to any activity on behalf of a business that is not itself a Restricted Competitive Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 1 contract
Samples: Employment Agreement (General Nutrition Centers Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company Employment Period and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less until the end of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory Period (as defined below);
(b) , the Executive agrees that the Executive will not, directly or indirectly, for himself on the Executive's own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person within the United States of America or in conjunction with any other person, firm, corporation, partnership country or business entity, solicit or attempt to solicit any party who is then or, during territory in which the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer businesses of the CompanyCompany are conducted:
(a) own, provided manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the restriction in this paragraph nutritional supplements industry.
(b) shall not apply solicit, hire, or otherwise attempt to establish for any activity on behalf Person, any employment, agency, consulting or other business relationship with any Person who is or was an employee of a business that is not a Restricted Business; andthe Company or any of its Affiliates.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in SECTION 5.2(A) hereof, (x) the Executive will not (and will not attempt tomay own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in SECTION 5.2(A) solicitas long as with respect to each such investment, entice, persuade or induce any individual who is employed the securities held by the Company Executive do not exceed five percent (5%) of the outstanding securities of such Person and, such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (y) the Executive may serve on the board of directors (or its affiliates to terminate other comparable position) or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with as an officer of any other individual or entity other than at the Company or its affiliatesrequest of the Board; provided, and however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not approach be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend his name to, any such employee Person.
(d) The Executive acknowledges and agrees that, for any such purpose purposes of this SECTION 5.2, an act by his spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling, or authorize or knowingly cooperate with other member of his immediate family will be treated as an indirect act by the taking of any such actions by any other individual or entityExecutive.
Appears in 1 contract
Samples: Employment Agreement (General Nutrition Companies Inc)
Noncompetition and Nonsolicitation. While Executive is employed Employee hereby acknowledges that, during and, in some instances, solely as a result of his employment by ---------------------------------- Employer, he has received or shall receive and shall continue to receive access to confidential information and business and professional contacts of Employer. In consideration of the Company special and its affiliatesunique opportunities afforded to Employee by Employer as a result of Employee's employment, as outlined in the previous sentence, Employee hereby agrees as follows:
(a) During the term of Employee's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and for a period of 12 twelve (12) months after Executive's Termination Datethereafter, Executive agrees that:
(a) Executive will and, except as may be otherwise herein provided, Employee shall not, directly or indirectly indirectly, enter into, engage in, assistbe employed by or consult any business which competes with the business of Employer by selling, perform services foroffering to sell, establish or opensoliciting offers to buy, or have producing, or by consulting with others concerning the selling or producing of, any equity interest product or service substantially similar to those now sold, produced or provided by Employer in those locations where Employer or any of its affiliates has provided or offered to provide products or services (other than ownership of 5% "Competitor"). Employee shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or less of the outstanding stock of any corporation listed on the New York representative or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in salesman for any person, firm, corporationpartnership, partnership corporation or other entity so competing with Employer. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 5% of the outstanding securities of any company whose stock is publicly traded, (ii) other outside business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultantinvestments approved in writing by the Chief Executive Officer or President of Employer that do not in any manner conflict with the services to be rendered by Employee for Employer and its affiliates and that do not diminish or detract from Employee's ability to render his attention to the business of Employer and its affiliates, or otherwise(iii) employment by a firm that engages may have as a client or customer: (A) a Competitor to Employer or (B) any of the clients or customers of Employer with whom Employee did business during the term of Employee's employment, so long as Employee does not indirectly serve, advise or consult in the Restricted Business any way such Competitor to Employer or client or customer of Employer, respectively, for a period of twelve (as defined below12) in the Restricted Territory (as defined below);months after Employee's termination.
(b) Executive During his employment with Employer and for a period of twelve (12) months thereafter, and except as may be otherwise herein provided, Employee agrees he will refrain from and will not, directly or indirectly, for himself as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to otherwise (1) solicit any party who is then or, of the employees of Employer to terminate their employment or (2) accept employment with or seek remuneration by any of the clients or customers of Employer with whom Employer did business during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer term of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andEmployee's employment.
(c) Executive will The parties hereto agree that the foregoing restrictive covenants set forth in Sections 11(a) and (b) are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates have agreed to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with this Agreement. Such covenants by Employee shall be construed as agreements independent of any other individual provision in this Agreement. The existence of any claim or entity other than the Company cause of action of Employee against Employer, whether predicated on this Agreement, or its affiliatesotherwise, and Executive shall not approach constitute a defense to the enforcement by Employer of such covenants.
(d) The parties hereto agree that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such employee for portion of such covenants shall be considered divisible both as to time and geographical area. Employer and Employee agree that, if any such purpose court of competent jurisdiction determines the specified time period or authorize the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or knowingly cooperate with against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Employee. Employer and Employee agree that the taking foregoing covenants are appropriate and reasonable when considered in light of any such actions the nature and extent of the business conducted by any other individual or entityEmployer.
Appears in 1 contract
Samples: Employment Agreement (Hornbeck Offshore Services Inc /De/)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months 1 year after Executive's ’s Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While Executive During the Covenant Period (which shall extend for 18 months after the Term, unless the date of termination is employed by ---------------------------------- within 24 months following a Change in Control, in which event the Company and its affiliates, and Covenant Period shall extend for a period of 12 24 months after Executive's Termination Datefrom the date of termination) XxXxx, Executive agrees that:
(a) Executive will notwithout the prior written permission of Terex, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself or on behalf :
(i) enter into the employ of or render any services to any person, firm or corporation engaged in conjunction any business that derives more than five percent of its gross sales from products that are interchangeable with or substitutable for a product sold by one or more of the businesses conducted by Terex or any of its Affiliates when the Term ends (a "Competitive Business"),
(ii) engage in any Competitive Business for his own account,
(iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other person, firm, corporation, partnership relationship or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andcapacity,
(civ) Executive will not employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by Terex or any of its Affiliates while XxXxx was employed by Terex, or
(and will not attempt tov) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates endeavor to terminate or refrain entice away from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate interfere with Terex or any of its Affiliates, any of its or their customers or sources of supply. Notwithstanding, the taking foregoing, nothing in this Agreement shall preclude XxXxx from investing his personal assets in the securities of any corporation or other business entity that is engaged in a Competitive Business if such actions by securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any other individual or entitytime, more than five percent of the publicly-traded equity securities of such competitor.
Appears in 1 contract
Samples: Employment Agreement (Terex Corp)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (a) Consultant agrees that during the Company and its affiliates, term of this Agreement and for a period of 12 months after Executive's Termination Dateone (1) year thereafter, Executive agrees that:
(a) Executive Consultant will not, directly : (i) enter into the employ of or indirectly engage in, assist, perform render any services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in advice to any person, firm, or corporation, partnership or business entity (whether as an employeewhich is engaged, officerin any part, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted a Competitive Business (as defined below) anywhere in the Restricted Territory world; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in, through contract, retention, by employment or otherwise, any Competitive Business as defined below);an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor, or in any other relationship or capacity; (iv) solicit, interfere with, or endeavor to entice away from the Company, any of its customers, strategic partners, investors, or sources of supply; or (v) hire any person who is an employee of the Company or any subsidiary or affiliate, or otherwise induce or attempt to induce any employee of the Company or any subsidiary or affiliate to leave the employ of the Company or such entity, or in any way interfere with the relationship between the Company or any subsidiary or affiliate and any employee thereof.
(b) Executive will not, directly or indirectly, for himself or Nothing in this Agreement shall preclude Consultant from investing his personal assets in the securities of any Competitive Business if such securities are traded on behalf of a national stock exchange or in conjunction the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than one percent (1%) of the publicly-traded equity securities of such Competitive Business. “Competitive Business” for purposes of this Agreement shall mean any business or enterprise which:
i. is engaged anywhere in the world in (A) the development and/or commercialization of products and/or systems for use in the pre-operative or intraoperative detection of cancer, (B) the development and/or commercialization of radiopharmaceuticals or other imaging or contrast agents (i) for use in lymphoscintigraphy or lymphatic mapping, (ii) that bind to mannose receptors; or (iii) for use in the diagnosis of 1) breast cancer, melanoma, or head and neck cancer, 2) Alzheimer’s disease, dementia or mild cognitive impairment; 3) Pxxxxxxxx’x disease, tremor or movement disorders, 4) rheumatoid arthritis, 5) Kaposi’s sarcoma, 6) vulnerable plaque, or 7) tuberculosis.
ii. is reasonably understood to be competitive in any geographic market or product market with any other personproducts and/or systems described in clause i above, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or,
iii. the Company engages in during the 12-month period prior term of this Agreement pursuant to such solicitation or attempt by Executive was (or was solicited to become), a customer determination of the CompanyBoard, provided that and from which the restriction Company derives revenue or in this paragraph (b) shall not apply to any activity on behalf of which the Company has made a business that is not a Restricted Business; andcapital investment.
(c) Executive will not (Consultant acknowledges that the limitations contained in this Section 4 are an essential term and will not attempt to) solicit, entice, persuade or induce any individual who is employed consideration for the execution of this Agreement by the Company or and that the time and geographic limitations are reasonable and necessary to protect the Company and its affiliates business interests. The Company shall be entitled to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations injunctive relief, damages, reasonable attorneys' fees and expenses in connection with any other individual legal or entity other than equitable action by the Company in connection with a breach or its affiliates, and Executive shall not approach any such employee for any such purpose threatened breach by Consultant of Sections 3 or authorize or knowingly cooperate with the taking 4 of any such actions by any other individual or entitythis Agreement.
Appears in 1 contract
Samples: Consulting Agreement (Navidea Biopharmaceuticals, Inc.)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months one (1) year after Executive's ’s Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. For purposes of this Agreement the term (A) “Restricted Business” means the business of providing wireless telecommunication services or any other business in which the Company or any of its affiliates is materially engaged (provided that for periods after Executive’s Termination Date, the foregoing shall apply only to businesses in which the Company or any of its affiliates were engaged on Executive’s Termination Date), and (B) “Restricted Territory” means the basic trading areas (as defined in the Rand XxXxxxx Commercial Atlas and Marketing Guide or the successor thereto) (“BTA”) in which the Company or any of its affiliates has been granted the right to carry on the Restricted Business or any other geographic area in which the Company or any of its affiliates conducts the Restricted Business (provided that for periods after Executive’s Termination Date, the foregoing shall apply only to BTAs in which the Company or any of its affiliates has been granted the right to carry on the Restricted Business, or other geographic areas in which the Company or any of its affiliates conducts the Restricted Business, as of Executive’s Termination Date).
Appears in 1 contract
Samples: Employment Agreement (iPCS, INC)
Noncompetition and Nonsolicitation. While Executive is employed by the ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While (a) Except as otherwise permitted under paragraph 1(d) of this Agreement, while the Executive is employed by ---------------------------------- the Company and its affiliatesCompany, and for a period of 12 months after Executive's Termination Date, Executive he agrees that:
(a) Executive that he will not, not directly or indirectly (without prior written consent of the Company) engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York York, American or American NASDAQ Stock Exchange or included in the National Association of Securities Dealers Automated Quotation SystemExchange) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in any activity which is directly competitive with the Restricted Business (business of the Company. In addition, for a 12-month period after the Executive’s Date of Termination, the Executive agrees that he will not serve as defined below) in the Restricted Territory (as defined below);chief executive officer or a comparable position of any publicly-traded lodging REIT.
(b) While the Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company Company, and for a period of 12 months after the Executive’s Date of Termination, the Executive agrees that he will not in any manner, directly or its affiliates to terminate indirectly (without prior written consent of the Company) employ or refrain from renewing solicit for employment for himself or extending such employment or to become employed by or enter into contractual relations with any other individual or business entity (other than the Company and its Subsidiaries) any individual (other than a current or its affiliatesformer executive assistant (secretary) of the Executive), and Executive who is an employee, officer, agent or representative of the Company (or any successor corporation into which the Company may be merged or consolidated) at the time of such solicitation or employment. Nothing in this paragraph 6 or paragraph 7 shall be construed as limiting the Executive’s duty of loyalty to the Company while he is employed by the Company, or any other duty he may otherwise have to the Company while he is employed by the Company. For the avoidance of doubt, it is understood that (i) the placement of general advertisements that may be targeted to a particular geographic or technical area but which are not targeted directly or indirectly towards any employees, officers, agents or representatives of the Company (or any successor corporation into which the Company may be merged or consolidated) shall not approach be deemed a breach of this paragraph 6(b) and (ii) the employment or engagement by such persons by an entity that is not controlled by Executive and whom Executive did not encourage, solicit, or induce or in any such employee for any such purpose manner attempt to encourage, solicit, or authorize induce to terminate his or knowingly cooperate her employment or consulting relationship with the taking Company shall not be deemed a breach of any such actions by any other individual or entitythis paragraph 6(b).
Appears in 1 contract
Samples: Employment Agreement (Strategic Hotels & Resorts, Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Company shall include its subsidiaries and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:Affiliates.
(a) Executive will agrees that Executive shall not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less while an employee of the outstanding stock Company or serving as a consultant during the Advisory Services Period and during the one-year period following termination of any corporation listed on employment or the New York or American Stock Exchange or included in Advisory Services, as applicable, (such collective duration, the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below“Restriction Period”);
(b) Executive will not, directly or indirectly, for himself without the prior written consent of the Company:
(i) (A) engage in activities or on behalf of businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction with any other personmanner engaging in the business of owning, firmoperating or managing any business) anywhere in the world that are principally or primarily in the business of producing or distributing Spanish language media content, corporationor owning or operating Hispanic television networks (“Competitive Activities”) or (B) assisting any Person in any way to do, partnership or business entity, solicit or attempt to solicit do, anything prohibited by this Section 5(a)(i)(A) above; or
(ii) perform any party action, activity or course of conduct which is substantially detrimental to the businesses or business reputations of the Company, including (A) soliciting, recruiting or hiring (or attempting to solicit, recruit or hire) any employees of the Company or Persons who is then or, have worked for the Company during the 12-month period prior to immediately preceding such solicitation solicitation, recruitment or hiring or attempt by Executive was thereof; (B) soliciting or encouraging (or was solicited attempting to becomesolicit or encourage) any employee of the Company to leave the employment of the Company; (C) intentionally interfering with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company; or (D) assisting any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A), (B) or (C) above. The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a).
(b) The provisions of Section 5(a) shall not be deemed breached as a result of (i) Executive’s passive ownership of less than an aggregate of 3% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such stock is listed on a national securities exchange.
(c) Without limiting the generality of Section 11, notwithstanding the fact that any provision of this Section 5 is determined not to be specifically enforceable, the Company may nevertheless be entitled to recover monetary damages as a result of Executive’s material breach of such provision.
(d) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled), including stock options and restricted stock, to induce Executive to enter into this Agreement. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the business of the Company, provided Executive’s experience and capabilities are such that the restriction in this paragraph (b) shall not apply Executive has other opportunities to any activity on behalf earn a livelihood and adequate means of a business that is not a Restricted Business; and
(c) support for Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityExecutive’s dependents.
Appears in 1 contract
Samples: Employment and Advisory Services Agreement (Hemisphere Media Group, Inc.)
Noncompetition and Nonsolicitation. While Executive During the Covenant Period (which shall extend for 18 months after the Term, unless the Date of Termination is employed by ---------------------------------- within 24 months following a Change in Control, in which event the Company and its affiliates, and Covenant Period shall extend for a period of 12 24 months after Executive's Termination Datefollowing the Date of Termination), Executive agrees that:
(a) Executive will notwithout the prior written permission of Terex, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will XxXxx shall not, directly or indirectly, for himself or on behalf :
(i) enter into the employ of or render any services to any person, firm or corporation engaged in conjunction any business that derives more than five percent of its gross sales from products that are interchangeable with or substitutable for a product sold by one or more of the businesses conducted by Terex or any of its Affiliates when the Term ends (a “Competitive Business”),
(ii) engage in any Competitive Business for his own account,
(iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other person, firm, corporation, partnership relationship or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andcapacity,
(civ) Executive will not employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by Terex or any of its Affiliates while XxXxx was employed by Terex, or
(and will not attempt tov) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates endeavor to terminate or refrain entice away from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate interfere with Terex or any of its Affiliates, any of its or their customers or sources of supply. Notwithstanding, the taking foregoing, nothing in this Agreement shall preclude XxXxx from investing his personal assets in the securities of any corporation or other business entity that is engaged in a Competitive Business if such actions by securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any other individual or entitytime, more than five percent of the publicly-traded equity securities of such competitor.
Appears in 1 contract
Samples: Employment Agreement (Terex Corp)
Noncompetition and Nonsolicitation. While (a) The Executive is employed agrees that, during employment by ---------------------------------- the Company and its affiliates(or by any Company parent, affiliate or subsidiary), and for a period of 12 24 months after Executive's Termination Datethe termination of such employment (irrespective of the reason(s) for the end of employment), Executive agrees that:
(a) the Executive will notnot engage in a business, directly or indirectly indirectly, that sells, rents, brokers, provides storage for, or leases boating products or services or finance and insurance products or services anywhere in the United States and any other country in which the Company is doing business at the time of the termination of employment. The Executive acknowledges that the Company has operations throughout the United States and other countries and that his duties will involve, from time to time, interactions with customers, supplies and other employees throughout the United States and other countries. The term “engage in” shall include, assistbut shall not be limited to, perform services foractivities, establish whether direct or openindirect, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any personas proprietor, firmpartner, corporationshareholder, partnership or business entity (whether as an employeemember, officer, partnerdirector, directorlandlord, principal, agent, security holderExecutive, creditoremployee, consultant, independent contractor, joint venturer, investor or otherwise) lender; provided, however, that engages in the Restricted Business ownership of not more than one percent (as defined below1%) in the Restricted Territory (as defined below);aggregate by the Executive of the stock of a publicly held corporation shall not be included in such term.
(b) In furtherance of, and without in any way limiting the restriction in Section 5(a) above, for the period specified in Section 5(a) above, the Executive will shall not, directly or indirectly:
(i) Request any past, present, or future customers, suppliers or vendors of the Company (or any Company parent, affiliate or subsidiary), directly or indirectly, to curtail or cancel their business with the Company (or any Company parent, affiliate or subsidiary);
(ii) Solicit, canvas, or accept, or assist or authorize any other person to solicit, canvas, or accept, from any past, present, or future customers, suppliers or vendors of the Company (or any Company parent, affiliate or subsidiary), any business for himself or on behalf of or in conjunction with any other person, firmfirm or entity engaged in a business the same as, corporationsimilar to, partnership or in general competition with the business entityof the Company (or any Company parent, affiliate or subsidiary) being conducted within the territorial limits described in Section 5(a) above;
(iii) solicit for employment, employ or agree to employ any Executive, employee, contractor or consultant of the Company (or of any Company parent, affiliate or subsidiary);
(iv) Induce or attempt to solicit influence any party who is then orExecutive, during employee, contractor or consultant of the 12-month period prior to such solicitation or attempt by Executive was Company (or was solicited to become)of any Company parent, a customer of the Company, provided that the restriction in this paragraph (baffiliate or subsidiary) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing change the nature of such Executive, employee, contractor or extending such consultant’s employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate arrangement with the taking Company; or
(v) make material preparations to engage in the activities prohibited by Section 5(a)(i)-(iv) above. As used in this Section 5(b), “future customer” shall mean a customer with whom business will have been transacted between the date of any such actions by any other individual or entitythis Agreement and the end of the term specified in Section 5(a) above.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- In the event that the Executive's employment with the Company and its affiliatesis (i) terminated by the Executive without Good Reason following the receipt by the Executive of at least one of the payments provided by Section 2 hereof, and but prior to the receipt of all of such payments, or (ii) terminated by the Company for Cause, then, for the one year period commencing on the date of such a period termination of 12 months after the Executive's Termination Dateemployment, (the "Restricted Period") the Executive agrees that:
(a) Executive will shall not, within any geographic region of the United States of America in which the Company then conducts business, (i) enter into the employ of, or otherwise render any services to, whether directly or indirectly engage inindirectly, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership corporation or other entity which directly competes with the Company with respect to any business entity conducted by the Company at the time of the termination of the Executive's employment (whether as an employee, officer, partner, director, agent, security holder, creditor, consultanta "Competitor"), or otherwise(ii) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will notbecome interested, directly or indirectly, for himself in any Competitor as a partner, shareholder, director, officer, principal, agent, employee, consultant or on behalf advisor. Notwithstanding the foregoing, the ownership of or up to five percent (5%) of any class of the outstanding securities of any Competitor that is a publicly traded corporation shall not be deemed to constitute an interest in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then orsuch Competitor which violates clause (ii) of the immediately preceding sentence. In addition, during the 12-month period prior to such solicitation or attempt by Restricted Period, the Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply (A) attempt, directly or indirectly, to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is then employed by the Company to be employed or its affiliates perform services elsewhere, or (B) solicit, directly or indirectly, the customers of the Company for the purpose of encouraging them to terminate (or refrain from renewing reduce or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate detrimentally alter) their respective relationships with the taking of any such actions by any other individual or entityCompany.
Appears in 1 contract
Noncompetition and Nonsolicitation. While (a) The Executive hereby covenants and agrees that during the Term (and only if the Agreement is employed renewed or extended beyond December 31, 2002, for the respective periods set forth below immediately following the termination by ---------------------------------- the Company and its affiliatesor the Executive, and for a period as applicable, of 12 months after Executive's Termination Datehis employment under the respective circumstances set forth below)he shall not, Executive agrees thatwithout the prior written consent of the Board, at any time, directly or indirectly, on his own behalf or on behalf of any Person:
(ai) Executive own, manage, operate, control, be employed by, participate in, provide consulting services to, or be connected or associated in any manner with the ownership, management, operation or control of any business which is in competition with the Company (in the business in which the Company is substantially engaged during the Term in the case of acts committed during the Term or in the business in which the Company is substantially engaged at the time of termination of Executive's employment in the case of acts committed after the Term) or any of its Affiliates in any state of the United States or in any foreign country in which any of them are engaged in business during the Term in the case of acts committed during the Term or in any state of the United States or in any foreign country in which any of them are engaged in business at the time of termination of Executive's employment in the case of acts committed after the Term for as long as the Company continues to conduct such business (the "Non-Compete"), provided that Executive's employment in the investment or commercial banking industry after termination of his employment will not be deemed to be in competition with the Company so long as he does not, directly or indirectly engage inparticipate in a merger or acquisition transaction for which the Company is competing and is evidenced by a public tender offer, assist, perform services for, establish confidentiality agreement or openletter of intent between the Company and the party it intends to pursue for merger or acquisition.
(ii) solicit or take any action to cause the solicitation of, or have recommend that, any equity interest (other than ownership of 5% supplier, client, customer, contractor, vendor, agent or less consultant of the outstanding stock Company or any of any corporation listed on the New York its Affiliates or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or other Person having business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction relations with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that discontinue business or cease such relationship, in whole or in part, with the restriction in this paragraph Company or any of its Affiliates (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andthe "Customer Non-Solicit").
(ciii) Executive will not (and will not attempt to) solicit, entice, persuade or induce employ any individual who is Person employed by the Company or any of its affiliates to terminate Affiliates at the time of, or refrain from renewing or extending during the 12 months preceding, such termination of the Executive's employment or to become employed by or enter into contractual relations with any other individual or entity the Company (the "Non-Hire") or
(iv) solicit for employment (other than through unaffiliated employment recruiting or placement firms or services who are not specifically directed to solicit Executives of the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate provided with the taking names of any such actions Executives) any Person employed by the Company or any of its Affiliates at the time of, or during the 12 months preceding such termination of the Executive's employment with the Company, or otherwise encourage or entice any such Person to leave such employment (the "Executive Non-Solicit"), provided , however, that nothing in this Agreement shall preclude the executive from owning less than five percent of any class of publicly traded equity of any entity Customer Executive Reason for Termination Non-Compete Non-Solicit Non-Hire Non-Solicit ---------------------- ----------- ----------- -------- ----------- Good Reason (5(b)) 1 year* 1 1/2 years 1 1/2years 1 1/2 years
(a)) except Non- 2 years 1 1/2 years 1 1/2years 1 1/2 years Performance Company Termination 0 years 1 1/2 years 1 1/2years 1 1/2 years for other individual than Cause (5(a)) and Disability (5(e)) Voluntary Resignation not for 1 year 1 1/2 years 1 1/2years 1 1/2 years Good Reason (5(f)) 12 Company Failure to Renew 0 years 1 1/2 year 1 1/2 years 1 1/2 years Executive Failure to Renew 0 years 1 1/2 years 1 1/2 years 1 1/2 years Disability (5(d)) 0 years 1 1/2 years 1 1/2 years 1 1/2 years Non-Performance 1/2 year 1/2 year 1/2 year 1/2 year * If the Executive terminates his employment for Good Reason and, at such time, notifies the Company that he is waiving any right to the lump sum cash payment referred to in Section 6(a)(i) hereof, then the Non-Compete shall be reduced to 0 years.
(b) The Employee acknowledges and agrees that
(i) the restrictive covenants set forth in this Section 8 (the "Restrictive Covenants") are reasonable and valid in geographical and temporal scope and in all other respects, and
(ii) it is the intention of the parties hereto that the Restrictive Covenants be enforceable to the fullest extent permitted by applicable law. Therefore, if any court determines that any of the Restrictive Covenants, or entityany part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts. Specifically, if any court of competent jurisdiction should hold that any portion of the Restrictive Covenants is overly broad as to one or more states of the United States or one or more foreign jurisdictions, then that state or states or foreign jurisdiction or jurisdictions shall be eliminated from the territory to which the Restrictive Covenants apply and the restrictions shall remain applicable in all other states of the United States and foreign jurisdictions.
(c) If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, such court shall have the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such restrictive covenant shall then be valid and enforceable.
(d) The Company acknowledges and agrees that the Restrictive Covenants in Section 8 only will apply to the Executive in the event of a termination of the Executive's employment after renewal or extension of the Agreement pursuant to Section 5. Any termination of Executive's employment (including notice by the Company or Executive of their election not to renew the Agreement pursuant to Section 5) on or prior to December 31, 2002, shall not require the Executive to comply with the provisions or Restrictive Covenants of Section 8 herein.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Term, except to the extent the Company and its affiliatesprovides prior written approval, and for a period of 12 months after Executive's Termination DateEmployee shall not, Executive agrees that:
(a) Executive will notin any manner, directly or indirectly indirectly, engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any personbusiness that is a Competitor, firmand, corporationexcept as expressly permitted by clause (iv) of Section 2(b), partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself own, manage, operate, join, control or on behalf of participate in the ownership, management, operation or control of, or be employed by, or connected in conjunction any manner with any other personcorporation, firm or business that is a Competitor. Employee acknowledges that the Company and all of its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for Employee's employment hereunder, Employee would not have had contact with such clients, customers and employees. Employee agrees that during the Term and for one additional year thereafter (the "Non-Solicitation Period"), without the prior written approval of the Company (which approval may be granted or withheld in the Company's sole and absolute discretion), Employee will not (except as necessary to perform Employee's duties as an employee of the Company):
(i) directly or indirectly, for Employee's own account, or as an agent, executive, director, owner, partner, or consultant of any corporation, firm, corporationpartnership, partnership joint venture, syndicate, sole proprietorship or other business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) solicit or attempt to solicit induce any party who is then or, during the 12-month period prior to such solicitation client or attempt by Executive was (or was solicited to become), a customer of the Company (and with respect to the Company's subsidiaries, provided that any client or customer of such subsidiaries with whom Employee had contact, or who was identified to Employee, during Employee's employment with the restriction Company)
(a) to not do business or to alter in this paragraph any adverse manner its relationship with the Company or any of its subsidiaries, or (b) shall not apply to obtain services or goods from Employee or any activity on behalf of a business that with which Employee is not a Restricted Businessthen affiliated, if such services or goods are comparable to those provided by Employee during her employment with the Company and the Company continues to provide such services or goods; andor
(cii) Executive will not (and will not attempt to) solicit, entice, persuade solicit or induce any individual executive or employee of the Company (and with respect to the Company's subsidiaries, any executive or employee of such subsidiaries with whom Employee had contact, or who is employed by was identified to Employee, during Employee's employment with the Company) to terminate his or her employment relationship with the Company or any of its affiliates to terminate subsidiaries and commence an employment relationship with any Competitor or refrain from renewing with any business or extending such employment or to become employed entity owned by, controlled by or enter into contractual relations affiliated with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityEmployee.
Appears in 1 contract
Samples: Employment Agreement (Gemstar Tv Guide International Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months 1 year after Executive's Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself herself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
Appears in 1 contract
Samples: Employment Agreement (Ipcs Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (a) The Employee agrees that during the Company and its affiliates, Period of Employment and for a period of 12 twelve full months after Executive's following the Date of Termination Date(the “Non-Compete Period”), Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive Employee will not, directly or indirectly, individually or otherwise, engage in a business competing with any of the businesses conducted by any member of the Company any where in the United States, nor without the prior written consent of the Board directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, lender, officer, employee, partner or consultant, or otherwise engage, invest or participate in any business that is competitive with any of the businesses conducted by any member of the Company; provided, however, that nothing contained in this Section 2(a) shall prevent the Employee from being the registered or beneficial owner of up to 2% of any class of the capital stock of a corporation registered under the Securities Exchange Act of 1934, as amended. The Employee further agrees that during the Non-Compete Period the Employee will not, in any manner, directly or indirectly, for himself the Employee’s benefit or on behalf for the benefit of or in conjunction with any other person, firm, corporation, partnership firm or business entity, solicit (1) induce or attempt to induce any employee of any member of the Company to terminate or abandon his or her employment with any such member for any purpose whatsoever, (2) solicit from any party who is then or, customer doing business with any member of the Company during the 12-month period prior Non- Compete Period, business of the same or similar nature to the business of any member of the Company with such solicitation customer, or attempt by Executive was (3) otherwise interfere with the business or was solicited to become), a customer accounts of any member of the Company, provided that the restriction in this paragraph .
(b) shall not apply As consideration for the Employee’s agreement to any activity on behalf the provisions of a business that is not a Restricted Business; and
(c) Executive will not (Sections 1 and will not attempt to) solicit2(a), entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter has entered into contractual relations the Employment Agreement with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityEmployee.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Company shall include its subsidiaries and its affiliates, and for a period any Affiliates of 12 months after Executive's Termination Date, Executive agrees that:the Company that are Controlled by the Company.
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) agrees that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself without the prior written consent of the Company:
(i) while an employee of the Company and during the Non-Compete Period, engage in activities or on behalf of businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction any manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other personAffiliates of the Company whose business is related to that of the Company in the business of television broadcasting, firmnewspaper publishing, corporationor other digital information or entertainment services, partnership or any other business entity, solicit in which the Company or attempt to solicit any party who of its Affiliates is then or, during the 12-month period prior to such solicitation or attempt by Executive was engaged (or was solicited in which the Company or any of its Affiliates has been actively planning to becomeengage) at the time of termination (in all cases other than businesses that are immaterial to the Company), a customer including any activities or businesses of the Company, its subsidiaries or such Affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business relationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), or assist any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided that the restriction foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company and during the two-year period following termination of employment, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii)(A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or Person or category thereof. The periods during which the provisions of Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this paragraph Section 5(a), to the extent permitted by law.
(b) The provisions of Section 5(a) shall not apply to be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any activity on behalf class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that is not such securities are listed on a Restricted Businessnational securities exchange; andor (ii) less than an aggregate of 1% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities.
(c) Executive will not acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and will not attempt to) solicitcustomer relationships and goodwill, entice, persuade or induce any individual who is employed and that the Company would be seriously damaged by the Company disclosure of Confidential Information and the loss or deterioration of its affiliates business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to terminate or refrain from renewing or extending such employment or which Executive is not otherwise entitled) to become employed by or induce Executive to enter into contractual relations this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate he will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the taking Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the business of any the Company, Executive’s experience and capabilities are such actions by any that Executive has other individual or entityopportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) agrees that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself without the prior written consent of the Company:
(i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or businesses on behalf of any (x) independent non-network local broadcast group that competes directly with the Company and its subsidiaries, and any other Affiliates of the Company or (y) multi-channel video programming distributor with a carriage contract that expires or is scheduled to expire within 24 months after the Effective Date (an “MVPD”) (including, in each case, without limitation, by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction with any other personmanner engaging in the business of owning, firmoperating or managing any such independent non-network local broadcast group or MVPD), corporationin any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment (collectively, partnership “Competitive Activities”), or business entityassist any Person in any way to do, solicit or attempt to do, anything prohibited by this Section 5(a)(i); provided, however, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any person or entity who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any person or entity in any way to do, or attempt to do, anything prohibited by clause (A) or (B) above; provided that the preceding clause (A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other persons or entities described in clause (A) or (y) soliciting or hiring any employee or other person or entity described in clause (A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any party who such employee or person or entity or category thereof. The periods during which the provisions of this Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is then or, during in violation of the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to becomeprovisions of this Section 5(a), to the extent permitted by law. The provisions of Section 5(a)(i) above shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of an entity engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such entity; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of an entity engaged, directly or indirectly, in Competitive Activities.
(b) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company Executive will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, provided Executive expressly acknowledge and agree that each and every restraint imposed by this Section 5 is reasonable with respect to subject matter, time period and geographical area. For purposes of this Section 5, references to the restriction in this paragraph (b) Company shall not apply to include its subsidiaries and any activity on behalf affiliates of a business the Company that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed are controlled by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Company Employment Period and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less until the end of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory Period (as defined below);
(b) , the Executive agrees that the Executive will not, directly or indirectly, for himself on the Executive's own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person within the United States of America or in conjunction with any other person, firm, corporation, partnership country or business entity, solicit or attempt to solicit any party who is then or, during territory in which the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer businesses of the CompanyCompany are conducted:
(a) own, provided manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the restriction in this paragraph nutritional supplements industry.
(b) shall not apply solicit, hire, or otherwise attempt to establish for any activity on behalf Person, any employment, agency, consulting or other business relationship with any Person who is or was an employee of a business that is not a Restricted Business; andthe Company or any of its Affiliates.
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a) hereof, (x) the Executive will not (and will not attempt tomay own or hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.2(a) solicitas long as with respect to each such investment, entice, persuade or induce any individual who is employed the securities held by the Company Executive do not exceed five percent (5%) of the outstanding securities of such Person and, such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (y) the Executive may serve on the board of directors (or its affiliates to terminate other comparable position) or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with as an officer of any other individual or entity other than at the Company or its affiliatesrequest of the Board; provided, and however, that in the case of investments otherwise permitted under clause (x) above, the Executive shall not approach be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), or lend his name to, any such employee Person.
(d) The Executive acknowledges and agrees that, for any such purpose purposes of this Section 5.2, an act by his spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling, or authorize or knowingly cooperate with other member of his immediate family will be treated as an indirect act by the taking of any such actions by any other individual or entityExecutive.
Appears in 1 contract
Samples: Employment Agreement (GNC Corp)
Noncompetition and Nonsolicitation. While Executive is employed Employee hereby acknowledges that, during and, in some instances, solely as a result of his employment by ---------------------------------- Employer, he has received or shall receive and shall continue to receive access to confidential information and business and professional contacts of Employer. In consideration of the Company special and its affiliatesunique opportunities afforded to Employee by Employer as a result of Employee's employment, as outlined in the previous sentence, Employee hereby agrees as follows:
(a) During the term of Employee's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and for a period of 12 six (6) months after Executive's Termination Datethereafter, Executive agrees that:
(a) Executive will and, except as may be otherwise herein provided, Employee shall not, directly or indirectly indirectly, enter into, engage in, assistbe employed by or consult any business which competes with the business of Employer by selling, perform services foroffering to sell, establish or opensoliciting offers to buy, or have producing, or by consulting with others concerning the selling or producing of, any equity interest product or service substantially similar to those now sold, produced or provided by Employer in those locations where Employer or any of its affiliates has provided or offered to provide products or services (other than ownership of 5% "Competitor"). Employee shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or less of the outstanding stock of any corporation listed on the New York representative or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in salesman for any person, firm, corporationpartnership, partnership corporation or other entity so competing with Employer. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 5% of the outstanding securities of any company whose stock is publicly traded, (ii) other outside business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultantinvestments approved in writing by the Chief Executive Officer or President of Employer that do not in any manner conflict with the services to be rendered by Employee for Employer and its affiliates and that do not diminish or detract from Employee's ability to render his attention to the business of Employer and its affiliates, or otherwise(iii) employment by a firm that engages may have as a client or customer: (A) a Competitor to Employer or (B) any of the clients or customers of Employer with whom Employee did business during the term of Employee's employment, so long as Employee does not indirectly serve, advise or consult in the Restricted Business any way such Competitor to Employer or client or customer of Employer, respectively, for a period of six (as defined below6) in the Restricted Territory (as defined below);months after Employee's termination.
(b) Executive During his employment with Employer and for a period of six (6) months thereafter, and except as may be otherwise herein provided, Employee agrees he will refrain from and will not, directly or indirectly, for himself as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to otherwise (1) solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf employees of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates Employer to terminate or refrain from renewing or extending such their employment or to become employed (2) accept employment with or seek remuneration by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.any
Appears in 1 contract
Samples: Employment Agreement (Hornbeck Offshore Services Inc /De/)
Noncompetition and Nonsolicitation. While Executive is employed In exchange for the consideration specified in Section 1(a) of this Agreement -- the adequacy of which you expressly acknowledge -- you agree that during your employment by ---------------------------------- the Company and its affiliates, and for a period of 12 twelve (12) months after Executive's Termination Datefollowing Employment Separation, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will you shall not, directly or indirectly, for himself as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or on behalf otherwise:
(i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or in conjunction affiliates, with any other personperson who is an employee, customer or supplier of the Company, it subsidiaries or affiliates;
(ii) Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or
(iii) Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, partnership or business entityother entity that competes or plans to compete, solicit directly or attempt to solicit indirectly, with the Company, its products, or any party who is then ordivision, during the 12-month period prior to such solicitation subsidiary or attempt by Executive was (or was solicited to become), a customer affiliate of the Company; provided, provided however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the restriction in this paragraph General Rules and Regulations under the Securities Exchange Act of 1934, as amended (bthe "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not apply to any activity on behalf be a violation of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitythis Agreement.
Appears in 1 contract
Noncompetition and Nonsolicitation. While (a) In consideration for the continued employment of the Executive is employed by ---------------------------------- and for the payments and benefits provided under this Agreement:
(i) The Executive agrees that he shall not, while an employee of the Company and its affiliates, and for a during the one-year period following termination of 12 months after Executive's Termination Date, Executive agrees that:
employment (a) Executive will notthe “Restricted Period”), directly or indirectly engage inindirectly, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less without the prior written consent of the outstanding stock Company, engage in or become associated with any business or other endeavor engaged in or competitive with the businesses (the “Protected Businesses”) conducted by the Company or its Affiliates (which Protected Businesses include, without limitation, the provision of FSS services on a retail basis, a wholesale basis and on a distributor basis); provided, that, the Protected Businesses shall not include any corporation listed on other businesses of an entity in which the New York Company, directly or American Stock Exchange indirectly, owns less than 20% of the equity interests. For these purposes, the Executive shall be considered to have become “associated with” a business or included in other endeavor if the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership Executive becomes directly or business entity (whether indirectly involved as an owner, principal, employee, officer, partnerdirector, directorindependent contractor, representative, stockholder, financial backer, agent, security holderpartner, creditoradvisor, consultantlender, or otherwisein any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in that business. The foregoing shall not be construed to forbid the Executive from making or retaining investments in less than one percent of the equity of any entity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
(ii) The Executive agrees that engages in he shall not, during the Restricted Business Period, directly or indirectly, without the prior written consent of the Company, (A) hire employees or former employees of the Company or any of its subsidiaries or Affiliates (which shall for this purpose include any individual employed by the Company or any of its subsidiaries or Affiliates at any point during the year preceding such hiring), induce, persuade, solicit or attempt to induce, persuade, or solicit any of the employees of the Company or any of its subsidiaries or Affiliates to leave the employ of the Company or any of its subsidiaries or Affiliates, (B) solicit, recruit or hire (or attempt to solicit, recruit or hire) any employees of the Company or any of its subsidiaries or Affiliates or Persons who have worked for the Company or any of its subsidiaries or Affiliates during the 12-month period immediately preceding such solicitation, recruitment or hiring or attempt thereof, or (C) help others to take any action set forth in clauses (A) and (B) except to the extent that any such inducement, persuasion or solicitation or attempt to induce, persuade or solicit an employee of the Company or any of its subsidiaries or Affiliates to leave the employ of the Company or any of its subsidiaries or Affiliates during her employment is necessary or desirable as defined below) determined by the Executive’s good faith judgment in connection with the Restricted Territory performance of the Executive’s duties to the Company as set forth in this Agreement. This means, among other things, that if the Executive’s employment with the Company terminates (whether voluntarily or involuntarily), he shall refrain for one year from in any way helping any person or entity hire any of her former, fellow employees away from the Company or any of its subsidiaries or Affiliates, provided that the Executive may serve as defined below);
(b) a reference for such employees and former employees and actions taken by any person or entity with which the Executive will is associated if the Executive is not, directly or indirectly, personally involved in any manner in the matter and has not identified such Company-related person or Affiliates for himself soliciting or on behalf hiring will not be considered a violation for purposes of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt this Section 6(a)(ii). This shall not be construed to solicit any party who is then orprohibit general solicitations of employment through the placing of advertisements.
(iii) The Executive agrees that he shall not, during the 12-month period Restricted Period, directly or indirectly, without the prior to such solicitation or attempt by Executive was (or was solicited to become), a customer written consent of the Company, provided that knowingly perform any action, activity or course of conduct which is substantially detrimental to the restriction businesses or business reputations of the Company or any of its subsidiaries or Affiliates, including (A) intentionally interfering with the relationship of the Company or any of its subsidiaries or Affiliates with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company or any of its subsidiaries or Affiliates; or (B) assisting any Person in any way to do, or attempt to do, anything prohibited by clause (A). The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in which the Executive is in violation of any of the provisions of this paragraph Section 6(a).
(b) shall not apply to If a final and non-appealable judicial determination is made that any activity on behalf of a business that is not a Restricted Business; and
(c) Executive the provisions of this Section 6 constitutes an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of this Section 6 will not (be rendered void but will be deemed to be modified to the minimum extent necessary to remain in force and will effect for the longest period and largest geographic area that would not attempt to) solicitconstitute such an unreasonable or unenforceable restriction. Moreover, enticeand without limiting the generality of Section 12, persuade or induce notwithstanding the fact that any individual who provision of this Section 6 is employed by determined not to be specifically enforceable, the Company or its affiliates will nevertheless be entitled to terminate or refrain from renewing or extending recover monetary damages as a result of the Executive’s breach of such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityprovision.
Appears in 1 contract
Samples: Employment Agreement (Intelsat Global Holdings S.A.)
Noncompetition and Nonsolicitation. While Executive is employed Employee hereby acknowledges that, during and, in some instances, solely as a result of his employment by ---------------------------------- Employer, he has received or shall receive and shall continue to receive access to confidential information and business and professional contacts of Employer. In consideration of the Company special and its affiliatesunique opportunities afforded to Employee by Employer as a result of Employee's employment, as outlined in the previous sentence, Employee hereby agrees as follows:
(a) During the term of Employee's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and for a period of 12 twelve (12) months after Executive's Termination Datethereafter, Executive agrees that:
(a) Executive will and, except as may be otherwise herein provided, Employee shall not, directly or indirectly indirectly, enter into, engage in, assistbe employed by or consult any business that competes with the business of Employer by selling, perform services foroffering to sell, establish or opensoliciting offers to buy, or have producing, or by consulting with others concerning the selling or producing of, any equity interest product or service substantially similar to those now sold, produced or provided by Employer in those locations where Employer or any of its affiliates has provided or offered to provide products or services (other than ownership of 5% "Competitor"). Employee shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or less of the outstanding stock of any corporation listed on the New York representative or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in salesman for any person, firm, corporationpartnership, partnership corporation or other entity so competing with Employer. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 5% of the outstanding securities of any company whose stock is publicly traded, (ii) other outside business entity investments approved in writing by the Chief Executive Officer or President of Employer that do not in any manner conflict with the services to be rendered by Employee for Employer and its affiliates and that do not diminish or detract from Employee's ability to render his attention to the business of Employer and its affiliates or (whether iii) employment by a certified public accounting firm or a commercial or investment bank that may have as an employeea client or customer: (A) a Competitor to Employer or (B) any of the clients or customers of Employer with whom Employer did business during the term of Employee's employment, officerso long as Employee does not directly or indirectly serve, partneradvise or consult in any way such Competitor to Employer or client or customer of Employer, directorrespectively, agent, security holder, creditor, consultant, or otherwisefor a period of twelve (12) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);months after Employee's termination.
(b) Executive During his employment with Employer and for a period of twelve (12) months thereafter, and except as may be otherwise herein provided, Employee agrees he will refrain from and will not, directly or indirectly, for himself as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, representative, salesman or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to otherwise (1) solicit any party who is then or, of the employees of Employer to terminate their employment or (2) accept employment with or seek remuneration by any of the clients or customers of Employer with whom Employer did business during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer term of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andEmployee's employment.
(c) Executive will The parties hereto agree that the foregoing restrictive covenants set forth in Sections 11(a) and (b) are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates have agreed to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with this Agreement. Such covenants by Employee shall be construed as agreements independent of any other individual provision in this Agreement. The existence of any claim or entity other than the Company cause of action of Employee against Employer, whether predicated on this Agreement, or its affiliatesotherwise, and Executive shall not approach constitute a defense to the enforcement by Employer of such covenants.
(d) The parties hereto agree that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such employee for portion of such covenants shall be considered divisible both as to time and geographical area. Employer and Employee agree that, if any such purpose court of competent jurisdiction determines the specified time period or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.specified geographical area
Appears in 1 contract
Samples: Senior Employment Agreement (Hornbeck Offshore Services Inc /De/)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will notSubject to the provisions of Section 5.2(b) and (c) hereof, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less during the Employment Period and thereafter during the one year period ending on the first anniversary date of the outstanding stock termination of any corporation listed on the New York or American Stock Exchange or included in Employment Period (collectively, the National Association of Securities Dealers Automated Quotation System) in any person“Restricted Period”), firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) the Executive agrees that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself on the Executive’s own behalf or on behalf as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any other Person (including, without limitation any “Sterling Affiliate,” as defined herein), within the United States of America or in conjunction any other country or territory in which the Company Business is conducted:
(i) own, manage, operate, control, be employed by, provide services as a consultant to, or participate in the ownership, management, operation, or control of, any Person engaged in any activity competitive with the Company or any of its Affiliates; or
(ii) solicit, hire, or otherwise attempt to establish for any Person, any employment, agency, consulting or other business relationship with any Person who is or was an employee or consultant of the Company or any of its Affiliates, provided that (x) the prohibition in this Section 5.2(a)(ii) shall not bar the Executive from soliciting or hiring (I) any former employee or former consultant who at the time of such solicitation or hire had not been employed or engaged by the Company or any of its Affiliates for a period of at least one year, and (II) any other personprovider of services to the Company or any of its Affiliates (including, firmwithout limitation, corporationXxxxxx Xxxxxxxx, partnership Xxxx Xxx and their respective Affiliates), as long as such Person’s engagement by the Executive does not interfere or conflict with the provision of services to the Company or an Affiliate by such Person, and (y) the prohibition in this Section 5.2(a)(ii) does not bar the Executive from soliciting or hiring the Executive’s personal assistant following the Executive’s termination of employment.
(b) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.2(a)(i) or 5.2(c)hereof:
(i) the Executive may own or hold, solely as passive investments, securities of Persons engaged in any business entitythat would otherwise be included in Section 5.2(a)(i) or 5.2(c), solicit as long as with respect to each such investment, the securities held by the Executive do not exceed five percent (5%) of the outstanding securities of such Person and such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, that in the case of investments otherwise permitted under this clause (i), the Executive shall not be permitted to, directly or indirectly, participate in, or attempt to solicit influence, the management, direction or policies of (other than through the exercise of any party who is then orvoting rights held by the Executive in connection with such securities), during or lend his name to, any such Person;
(ii) the 12-month period prior Executive shall not be deemed to such solicitation violate Section 5.2(a)(i) or attempt 5.2(c) hereof solely by Executive was virtue of the Executive’s direct or indirect ownership of the outstanding securities of any Sterling Affiliate (or was solicited to becomeof any Person through a Sterling Affiliate) that would otherwise be included in Section 5.2(a)(i) or 5.2(c) hereof (a “Competitive Entity”), a customer of the Company, provided that the restriction Executive’s direct or indirect ownership of such Competitive Entity does not exceed 5% of the outstanding securities of such Competitive Entity; provided, that, in all cases, (w) the Executive shall refrain from any activity, with respect to any Sterling Affiliate, that is competitive with the Company or its Affiliates or which would reasonably be expected to result in a misappropriation of a business opportunity of the Company or its Affiliates; (x) the Executive shall provide written notice of the direct or indirect ownership by the Executive of any Competitive Entity and/or any decision, that would reasonably be expected to cause any Sterling Affiliate (or Person in which the Executive has an ownership interest through a Sterling Affiliate) that is not a Competitive Entity to become a Competitive Entity (including, in each case, the material terms and conditions thereof, to the extent known by the Executive) to the Conflicts Committee of the Company Board as soon as practicable (and in all events within 30 days) after the Executive knows of such ownership or such competitive activity or such decision, as the case may be; (y) the Executive shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the Executive in connection with such securities), any such Competitive Entity; and (z) on a quarterly basis, the Executive shall provide a report to the Conflicts Committee of the Company Board setting forth, in reasonable detail (to the extent known by the Executive and not a violation of the Executive’s fiduciary duties and duties of confidentiality), a general description of the business activities and plans of such Competitive Entity, and any and all other information relating to the Executive’s activities with respect thereto reasonably requested by the Company Board; provided that (I) the Conflicts Committee of the Company Board may waive (in writing or by resolution) any noncompetition provisions described in this paragraph Section 5.2(b)(ii) in its discretion; and (bII) the Executive shall not be deemed to have violated the foregoing provisions solely by virtue of the listing of his membership on the Board of Managers (or similar body) of any Sterling Affiliate in connection with an offering of securities; and
(iii) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at the request of the Company Board.
(c) Notwithstanding anything herein to the contrary, the parties agree that Section 5.2(a)(i) shall not apply to after termination of the Employment Period if the Executive is terminated without “Good Cause” or resigns for “Good Reason” (each, as defined herein), or the Executive resigns following a Change of Control, except that, for one year after termination of employment by the Company without Good Cause, resignation by the Executive for Good Reason or after a Change of Control, the Executive agrees that the Executive will not, directly or indirectly, on the Executive’s own behalf or as a partner, owner, officer, director, stockholder, member, employee, agent or consultant of any activity on behalf other Person (including, without limitation any Sterling Affiliate), within the United States of America or in any other country or territory in which the Company Business is conducted, own, manage, operate, control, be employed by, provide services as a business that is not a consultant to, or participate in the ownership, management, operation, or control of, any “Restricted Business.” For purposes hereof, “Restricted Businesses” include those portions of the Company Business which the Company Board determines, in good faith, are the strategic focus of the Company as of the effective time of termination of the Employment Period; andprovided, that the Company notifies the Executive of such determination by the Company Board within thirty (30) days after the effective time of such termination.
(cd) Without limiting anything in Sections 5.2(a) or 5.2(c) hereof, during the Restricted Period, the Executive will shall not (and will not attempt to) solicitcause or knowingly permit any assets, enticeproperties, persuade personnel or induce any individual who is employed by other resources of the Company or its affiliates Affiliates to terminate be used by, or refrain from renewing for the benefit of, any Sterling Affiliate or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityPerson.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- (a) Consultant agrees that during the Company and its affiliates, term of this Agreement and for a period of 12 months after Executive's Termination Dateone (1) year thereafter, Executive agrees that:
Consultant will not (ai) Executive will not, directly enter into the employ of or indirectly engage in, assist, perform render any services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in advice to any person, firm, or corporation, partnership or business entity (whether as an employeewhich is engaged, officerin any part, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted a Competitive Business (as defined below); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in, through contract, retention, by employment or otherwise, any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor, or in any other relationship or capacity; (iv) solicit, interfere with, or endeavor to entice away from the Restricted Territory Company, any of its customers, strategic partners, investors, or sources of supply; or (as defined below);v) hire any person who is an employee of the Company or any subsidiary or affiliate, or otherwise induce or attempt to induce any employee of the Company or any subsidiary or affiliate to leave the employ of the Company or such entity, or in any way interfere with the relationship between the Company or any subsidiary or affiliate and any employee thereof.
(b) Executive will not, directly or indirectly, for himself or Nothing in this Agreement shall preclude Consultant from investing his personal assets in the securities of any Competitive Business if such securities are traded on behalf of a national stock exchange or in conjunction with the over-the-counter market and if such investment does not result in his beneficially owning, at any other persontime, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was more than one percent (or was solicited to become), a customer 1%) of the Companypublicly-traded equity securities of such Competitive Business. “Competitive Business” for purposes of this Agreement shall mean any business or enterprise which (i) is engaged in the development and/or commercialization of products, provided that services and/or systems (including medical devices and pharmaceuticals) in the restriction United States or the European Union for use in intraoperative detection of cancer; or (ii) is reasonably understood to be competitive in the relevant market with products and/or systems described in clause (i) of this paragraph (b) shall not apply to any activity on behalf of a business that is not a Restricted Business; andSection 4(b).
(c) Executive will not (Consultant acknowledges that the limitations contained in this Section 4 are an essential term and will not attempt to) solicit, entice, persuade or induce any individual who is employed consideration for the execution of this Agreement by the Company or and that the time and geographic limitations are reasonable and necessary to protect the Company and its affiliates business interests. The Company shall be entitled to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations injunctive relief, damages, reasonable attorneys’ fees and expenses in connection with any other individual legal or entity other than equitable action by the Company in connection with a breach or its affiliates, and Executive shall not approach any such employee for any such purpose threatened breach by Consultant of Sections 3 or authorize or knowingly cooperate with the taking 4 of any such actions by any other individual or entitythis Agreement.
Appears in 1 contract
Samples: Consulting Agreement (Neoprobe Corp)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- During the Term, except to the extent the Company and its affiliatesprovides prior written approval, and for a period of 12 months after Executive's Termination DateEmployee shall not, Executive agrees that:
(a) Executive will notin any manner, directly or indirectly indirectly, engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any personbusiness that is a Competitor, firmand, corporationexcept as expressly permitted by clause (iv) of Section 2(b), partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself own, manage, operate, join, control or on behalf of participate in the ownership, management, operation or control of, or be employed by, or connected in conjunction any manner with any other personcorporation, firm or business that is a Competitor. Employee acknowledges that the Company and all of its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for Employee's employment hereunder, Employee would not have had contact with such clients, customers and employees. Employee agrees that during the Term and for one additional year thereafter (the "Non-Solicitation Period"), without the prior written approval of the Company (which approval may be granted or withheld in the Company's sole and absolute discretion), Employee will not (except as necessary to perform Employee's duties as an employee of the Company):
(i) directly or indirectly, for Employee's own account, or as an agent, executive, director, owner, partner, or consultant of any corporation, firm, corporationpartnership, partnership joint venture, syndicate, sole proprietorship or other business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) solicit or attempt to solicit induce any party who is then or, during the 12-month period prior to such solicitation client or attempt by Executive was (or was solicited to become), a customer of the Company (and with respect to the Company's subsidiaries, provided that any client or customer of such subsidiaries with whom Employee had contact, or who was identified to Employee, during Employee's employment with the restriction Company)
(a) to not do business or to alter in this paragraph any adverse manner its relationship with the Company or any of its subsidiaries, or (b) shall not apply to obtain services or goods from Employee or any activity on behalf of a business that with which Employee is not a Restricted Businessthen affiliated, if such services or goods are comparable to those provided by Employee during his employment with the Company and the Company continues to provide such services or goods; andor
(cii) Executive will not (and will not attempt to) solicit, entice, persuade solicit or induce any individual executive or employee of the Company (and with respect to the Company's subsidiaries, any executive or employee of such subsidiaries with whom Employee had contact, or who is employed by was identified to Employee, during Employee's employment with the Company) to terminate his or her employment relationship with the Company or any of its affiliates to terminate subsidiaries and commence an employment relationship with any Competitor or refrain from renewing with any business or extending such employment or to become employed entity owned by, controlled by or enter into contractual relations affiliated with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityEmployee.
Appears in 1 contract
Samples: Employment Agreement (Gemstar Tv Guide International Inc)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) agrees that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself without the prior written consent of the Company:
(i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or businesses on behalf of any (x) independent non-network local broadcast group that competes directly with the Company and its subsidiaries, and any other affiliates of the Company or (y) multi-channel video programming distributor with a carriage contract that expires or is scheduled to expire within 24 months after the Effective Date (an “MVPD”) (including, in each case, without limitation, by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction with any other personmanner engaging in the business of owning, firmoperating or managing any such independent non-network local broadcast group or MVPD), corporationin any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment (collectively, partnership “Competitive Activities”), or business entityassist any Person in any way to do, solicit or attempt to do, anything prohibited by this Section 5(a); provided, however, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any person or entity who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any person or entity in any way to do, or attempt to do, anything prohibited by clause (A) or (B) above; provided that the preceding clause (A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other persons or entities described in clause (A) or (y) soliciting or hiring any employee or other person or entity described in clause (A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any party who such employee or person or entity or category thereof. The periods during which the provisions of this Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is then or, during in violation of the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to becomeprovisions of this Section 5(a), to the extent permitted by law. The provisions of Section 5(a)(i) above shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of an entity engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such entity; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of an entity engaged, directly or indirectly, in Competitive Activities.
(b) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company Executive will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, provided Executive expressly acknowledge and agree that each and every restraint imposed by this Section 5 is reasonable with respect to subject matter, time period and geographical area. For purposes of this Section 5, references to the restriction in this paragraph (b) Company shall not apply to include its subsidiaries and any activity on behalf affiliates of a business the Company that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed are controlled by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany.
Appears in 1 contract
Noncompetition and Nonsolicitation. While Executive During the Covenant Period (which shall extend for 18 months after the Term, unless the date of termination is employed by ---------------------------------- within 24 months following a Change in Control, in which event the Company and its affiliates, and Covenant Period shall extend for a period of 12 24 months after Executive's Termination Datefrom the date of termination), Executive agrees thatwithout the prior written permission of Terex, DeFeo shall not, dxxxxxly or indirectly:
(ai) Executive will notenter into the employ of or render any services to any person, directly firm or indirectly corporation engaged in any business that derives more than five percent of its gross sales from products that are interchangeable with or substitutable for a product sold by one or more of the businesses conducted by Terex or any of its Affiliates when the Term ends (a "Competitive Business"),
(ii) engage inin any Competitive Business for his own account,
(iii) become associated with or interested in any Competitive Business as an individual, assistpartner, perform services forshareholder, establish creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or openin any other relationship or capacity,
(iv) employ or retain, or have or cause any equity interest other person or entity to employ or retain, any person who was employed or retained by Terex or any of its Affiliates while DeFeo was employed by Txxxx, or
(other than ownership v) solicit, endeavor to entice away from or knowingly interfere with Terex or any of 5% its Affiliates, any of its or less their customers or sources of supply. Notwithstanding, the outstanding stock foregoing, nothing in this Agreement shall preclude DeFeo from investing hix xxxsonal assets in the securities of any corporation listed or other business entity that is engaged in a Competitive Business if such securities are traded on the New York a national stock exchange or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) over-the-counter market and if such investment does not result in his beneficially owning, at any persontime, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer more than five percent of the Company, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf publicly-traded equity securities of a business that is not a Restricted Business; and
(c) Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entitycompetitor.
Appears in 1 contract
Samples: Employment Agreement (Terex Corp)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months after Executive's Termination Date, Executive agrees that:
(a) Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) agrees that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) Executive will shall not, directly or indirectly, for himself without the prior written consent of the Company:
(i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or on behalf of businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in conjunction any manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other personaffiliates of the Company whose business is related to that of the Company in the business of television broadcasting, firmnewspaper publishing, corporationor other digital information or entertainment services, partnership or any other business entity, solicit in which the Company or attempt to solicit any party who of its affiliates is then or, during the 12-month period prior to such solicitation or attempt by Executive was engaged (or was solicited in which the Company or any of its affiliates has been actively planning to becomeengage) at the time of termination (in all cases other than businesses that are immaterial to the Company), a customer including any activities or businesses of the Company, its subsidiaries or such affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business relationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), or assist any person or entity in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided, however, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a person or entity that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such person or entity, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such person or entity or any business segments thereof that engage in Competitive Activities; or
(ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any person or entity who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any person or entity in any way to do, or attempt to do, anything prohibited by clause (A) or (B) above; provided that the restriction preceding clause (A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other persons or entities described in clause (A) or (y) soliciting or hiring any employee or other person or entity described in clause (A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or person or entity or category thereof. The periods during which the provisions of this paragraph Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a), to the extent permitted by law. The provisions of Section 5(a)(i) above shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of an entity engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such entity; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of an entity engaged, directly or indirectly, in Competitive Activities.
(b) shall not apply Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant consideration (to any activity on behalf of a business that which Executive is not a Restricted Business; and
(cotherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company Executive will not (acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, Executive expressly acknowledge and will not attempt to) solicitagree that each and every restraint imposed by this Section 5 is reasonable with respect to subject matter, enticetime period and geographical area. For purposes of this Section 5, persuade or induce references to the Company shall include its subsidiaries and any individual who is employed affiliates of the Company that are controlled by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entityCompany.
Appears in 1 contract
Samples: Employment Agreement (Chicagoland Television News, LLC)
Noncompetition and Nonsolicitation. While Executive is employed by ---------------------------------- the Company and its affiliates, and for a period of 12 months 1 year after Executive's ’s Termination DateDate (except as provided in Exhibit A), Executive agrees that:
(a) a. Executive will not, directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on the New York or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System) in any person, firm, corporation, partnership or business entity (whether as an employee, officer, partner, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below);
(b) b. Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, firm, corporation, partnership or business entity, solicit or attempt to solicit any party who is then or, during the 12-month period prior to such solicitation or attempt by Executive was (or was solicited to become), a customer of the Company, provided that the restriction in this paragraph (bSection 7(b) shall not apply to any activity on behalf of a business that is not a Restricted Business; and
(c) c. Executive will not (and will not attempt to) solicit, entice, persuade or induce any individual who is employed by the Company or its affiliates to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. For purposes of this Agreement the term (A) ”Restricted Business” means the business of providing wireless telecommunication services or any other business in which the Company is materially engaged on Executive’s Termination Date, and (B) ”Restricted Territory” means the basic trading areas (as defined in the Rand XxXxxxx Commercial Atlas and Marketing Guide or the successor thereto) (“BTA”) set forth in Exhibit C hereto in which the Company has been granted the right to carry on the Restricted Business, or any other BTA in which the Company has been granted the right to carry on the Restricted Business as of Executive’s Termination Date.
Appears in 1 contract
Samples: Employment Agreement (iPCS, INC)
