Noncompetition Obligations. As a condition to and in consideration of his/her employment and continued employment, and in exchange for the severance and Change of Control provisions as set forth in Paragraphs 8 and 9 of this Employment Agreement, and the mutual covenants herein, Employee agrees that, during his/her employment and for a period of one (1) year following his/her voluntary or involuntary resignation or termination for any reason, the Employee will not, on behalf of himself/herself or any other person or entity:
(a) Directly or indirectly solicit, on Employee's own behalf, or on behalf of another, any of August Technology's or any subsidiary's customers or potential customers with whom Employee or Employee's supervisees had contact, either directly or indirectly, within the twelve months immediately preceding Employee's resignation or termination of employment, for the purpose of providing, selling, or attempting to sell any products or services competing with those provided or sold by August Technology or any subsidiary, or clearly contemplated thereby due to research, development, engineering, applications, licensing, or other like projects in process, at the time of resignation or termination; or
(b) hire or attempt to hire, or influence or solicit, or attempt to influence or solicit, either directly or indirectly, any employee of August Technology or any subsidiary to leave or terminate his/her or her employment, or to work for any other person or entity.
Noncompetition Obligations. Employee will not during the term of his/her employment with Employer, and for a period of eighteen (18) months immediately following termination of such employment for any reason, Employee will not offer for sale, or solicit the sale of products or services similar to those sold by Employer, in or within the geographic area in which Employee was assigned and/or worked for Employer, either for him/herself or on behalf of any other person, firm, partnership, or corporation.
Noncompetition Obligations. The Stockholder and the Company acknowledge that (i) the Company has developed goodwill, going concern value, customer and client relationships and confidential information that are valuable property rights of the Company and that the Stockholder will have access to and knowledge concerning such rights, which if used other than for the benefit of the Company could significantly injure the Company; and (ii) the Company is engaged the operation of telecommunication hubs and switching systems, transmission and switching of voice, data, audio, video and information via telephone, wireless and cable networks (the “Business”). Accordingly, and in consideration of the mutual promises contained herein, the Stockholder covenants that, during the period commencing on the Effective Date and terminating on the six-month anniversary of the date of termination of the Stockholder’s employment (the “Restrictive Period”), the Stockholder shall not, without the prior written consent of the Company, directly or indirectly, in the Stockholder’s individual capacity or on behalf of any other individual, partnership, corporation, limited liability company or any other entity (collectively “Person”), Compete with the Company or any of its respective successors or assigns. For purposes of this Section 6, “Compete” shall mean: (i) to engage in business activities identical or substantially similar to the Business as engaged in by the Company at any time during the one-year period preceding the date of termination of the Stockholder’s employment (a “Competitive Business”) hereunder within the geographic limits of those standard xxxxxxxxxxxx xxxxxxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx within which the Company has engaged in the Business during the one-year period preceding the date of termination of the Stockholder’s employment (the “Territory”); (ii) to assist any Person (whether in a financial, managerial, employment, advisory or other capacity or as a stockholder or owner, or by the provision of information) to engage in a Competitive Business within the Territory; or (iii) to own any interest in or to organize a corporation, partnership or other business or organization which engages in a Competing Business within the Territory.
Noncompetition Obligations. The Executive agrees that at all time during the period of the Executive’s employment by the Company and for a period of twelve (12) months after termination or cessation of such employment by the Company for Noncompete Cause or by the Executive, with or without Good Reason, the Executive’s will not, directly or indirectly, alone or in any capacity, including as an owner, partner, member, officer, shareholder, director, consultant, agent, co-venturer, or employee of any entity engage in Competitive Acts for any Competitor; provided, however, that the record or beneficial ownership of 1.0% or less of outstanding publicly traded capital stock of any entity shall not be deemed, in and of itself, to be in violation of this Section. The Executive understands that, unless this non-competition obligation is waived by the Company, the Company will pay the Executive, during the twelve (12) months immediately following the Executive’s employment, as part of its regular payroll process, 50% of the Executive’s highest annualized based salary paid to the Executive within the two years preceding the Executive’s termination (the “Non-Compete Payments”). For the purposes of clarity, this Section shall not be effective (and the Non-Compete Payments shall not be paid), in the event that the Executive is terminated by the Company without Noncompete Cause or laid off. “Noncompete Cause” is defined as a termination of the Executive’s employment due to the Company’s dissatisfaction with the Executive’s job performance, conduct or behavior.
Noncompetition Obligations. Executive’s obligations under this Employment Agreement are in addition to Executive’s obligations pursuant to that certain Noncompetition and Non-Solicitation Agreement attached hereto as Exhibit C (the Noncompetition Agreement”). Nothing in this Employment Agreement shall be construed as limiting or superseding Executive’s obligations under the Noncompetition Agreement. Executive’s obligations under the Noncompetition Agreement shall survive termination of Executive’s employment with the Company, and shall not be modified, altered, or otherwise effected by such termination or the reasons for such termination. To the extent that any of the obligations set forth in the Noncompetition Agreement conflict with those set forth in this Employment Agreement, the terms and conditions of the Noncompetition Agreement shall control.
Noncompetition Obligations. During the Restriction Period Fxxxxxxxx shall not, individually or jointly with others, directly or indirectly, whether for his own account or for that of any other person or entity, own or hold any ownership interest in any person or entity engaged in a business which directly or indirectly competes with or has a business relationship with the Company or MagneGas, and Fxxxxxxxx shall not act as an officer, director, employee, partner, independent contractor, consultant, principal, agent, proprietor, or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, any such person, or entity; provided, however, that it shall not be a violation of this Section 3 for Fxxxxxxxx to own a one percent (1%) or smaller interest in any corporation required to file periodic reports with the Securities and Exchange Commission. Specifically, by way of illustration and not of limitation, Fxxxxxxxx shall not invest in or solicit for employment at the following businesses: welding gas distribution companies, welding repair companies, industrial gas distribution companies, gas manufacturing companies.
Noncompetition Obligations. 20.1 As part of the consideration for the compensation and benefits to be paid to Employee hereunder, and as an additional incentive for Company to enter into this Agreement, Company and Employee agree to the non-competition obligations hereunder. Employee will not, directly or indirectly for Employee or for others:
20.1.1 in any geographic area or market where Company or any of its subsidiaries are conducting any business as of the date of termination of the employment relationship or have during the previous twelve months conducted such business, engage in any business competitive with any such business; or
20.1.2 in any geographic area or market where Employee knew Company contemplated entering any business as of the date of termination of the employment relationship, but only if Company had, as of such date, invested significant resources toward entering into such business in such geographic area or market, engage in any business competitive with any such business;
20.1.3 render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with Company’s business within the parameters described in paragraphs 20.1.1 and 20.1.2 above with respect to such competitive business; or
20.1.4 induce any employee of Company or any of its subsidiaries to terminate his or her employment with Company or its subsidiaries, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company. These non-competition obligations shall commence upon the date of execution of this Agreement and extend until the earlier of (a) the expiration of the term of this Agreement (or any extended term) or (b) six (6) months after termination of the employment relationship; provided, however, that notwithstanding anything contained in this paragraph 20 to the contrary, such obligations shall only apply after the termination of employment if the termination of employment results from termination for Cause by Company under paragraph 3.5 or voluntary termination without Good Reason by Employee (it being understood and agreed that termination of this Agreement by Employee under paragraph 3.1 shall not, for purposes of this paragraph 20, constitute voluntary termination without Good Reason by Employee).
20.2 Employee understands that the foregoing restrictions may limit Employee’s ability to engage in certain businesses anywhere in the world during th...
Noncompetition Obligations. For purposes of this Agreement, the term "Restricted Period" shall mean the period beginning on the date of this Agreement and ending on the four (4)-year anniversary. In consideration of a cash payment of $525,000, to be paid on December 31, 2006 (the "Noncompetition Lump Sum Consideration") and other valuable consideration (collectively, the "Noncompetition Consideration"), Executive expressly covenants and agrees that during the Restricted Period, Executive will not, directly or indirectly, on behalf of any other person, firm, limited liability company, partnership or corporation, as owner, employee, creditor, consultant or otherwise, engage in any aspect of the IPP Business in the United States or other locations where the Company or Parent may then be conducting the IPP Business (the "Territory"); provided, however, the beneficial ownership of less than five percent (5%) of the shares of stock of any publicly traded entity shall not be deemed to constitute a violation of this provision.
Noncompetition Obligations. For purposes of this Agreement, the term "Restricted Period" shall mean the period beginning on the date of this Agreement and ending upon the termination of Executive's employment with the Company under this Agreement. Executive expressly covenants and agrees that during the Restricted Period, Executive will not, directly or indirectly, on behalf of any other person, firm, limited liability company, partnership or corporation, as owner, employee, creditor, consultant or otherwise, engage in any aspect of the IPP Business in the United States or other locations where the Company or Parent may then be conducting the IPP Business (the "Territory"); provided, however, the beneficial ownership of less than five percent (5%) of the shares of stock of any publicly traded entity shall not be deemed to constitute a violation of this provision.
Noncompetition Obligations. As a condition to and in consideration of his employment and continued employment, participation in and payment under the Key Executive Bonus Plans of Company and in exchange for the severance and Change of Control provisions as set forth in Paragraphs 8 and 9 of this Employment Agreement, and the mutual covenants herein, Employee agrees that, during his employment and for a period of one (1) year following his voluntary or involuntary resignation or termination for any reason, the Employee will not, on behalf of himself or any other person or entity:
(a) Directly or indirectly solicit, on Employee’s own behalf, or on behalf of another, any of Company’s or any subsidiary’s customers or potential customers with whom Employee or Employee’s supervisees had contact, either directly or indirectly, within the twelve months immediately preceding Employee’s resignation or termination of employment, for the purpose of providing, selling, or attempting to sell any products or services competing with those provided or sold by Company or any subsidiary, or clearly contemplated thereby due to research, development, engineering, applications, licensing, or other like projects in process, at the time of resignation or termination; or
(b) Hire or attempt to hire, or influence or solicit, or attempt to influence or solicit, either directly or indirectly, any employee of Company or any subsidiary to leave or terminate his or her employment, or to work for any other person or entity.
(c) Directly or indirectly, whether as sole proprietor, partner, silent partner, venturer, stockholder, director, officer, consultant or employee or agent, engage or participate in any employment or activity which involves the sale, distribution, design and/or manufacturing of precision film thickness measurement instruments, defect and yield metrology tools or data analysis systems for use in the semiconductor manufacturing industry or is otherwise competitive with Company’s business within the United States; and
(d) Directly or indirectly, whether as sole proprietor, partner, silent partner, venturer, stockholder, director, officer, consultant or employee or agent, engage or participate in any employment or activity which may cause him to use or disclose, either intentionally or inadvertently, Company’s confidential information.
