Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his development of such contacts and relationships, that Employers could suffer irreparable harm if he were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 4 contracts
Samples: Employment Agreement (St Francis Capital Corp), Employment Agreement (St Francis Capital Corp), Employment Agreement (St Francis Capital Corp)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers the Bank has invested considerable time and money in his development of such contacts and relationships, that Employers the Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Employers Bank's customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employersthe Bank) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of the Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring Bank brings legal action for injunctive or other relief, the Employers Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 2 contracts
Samples: Employment Agreement (St Francis Capital Corp), Employment Agreement (St Francis Capital Corp)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers Bank has invested considerable time and money in his development of such contacts and relationships, that Employers Bank could suffer irreparable harm if he were to leave employment and solicit the business of the Employers Bank customers, and that it is reasonable to protect the Employers Bank against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employersthe Bank) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employmentemployment with Bank, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County any county in which Bank has an office or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 500,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers Bank and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring Bank brings legal action for injunctive or other relief, the Employers Bank shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if Bank is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.
Appears in 2 contracts
Samples: Employment Agreement (Hallmark Capital Corp), Employment Agreement (Hallmark Capital Corp)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of in the savings and loan businessfinancial services industry, that Employers the Company has invested considerable time and money in his development of such contacts and relationships, that Employers the Company could suffer irreparable harm if he were to leave employment and solicit the business of the Employers Company customers, and that it is reasonable to protect the Employers Company against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii)) of the Bank Agreement, or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employersthe Company) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of the Bank or Company for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employmentthis Agreement, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County any county in which the Bank or Company has an office or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 500,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers Bank and Company and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers Bank shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring Company brings legal action for injunctive or other relief, the Employers Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if the Company is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.
Appears in 2 contracts
Samples: Employment Agreement (Ledger Capital Corp), Employment Agreement (Ledger Capital Corp)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that FCB Financial and FCB Bank have invested and Employers has invested will during the Employment Term invest considerable time and money in his development of such contacts and relationships, that Employers could suffer irreparable harm if he were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary any termination or cessation of his employment by Executive pursuant to Section 5(iiihereunder (regardless of the reason for such termination or cessation), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with or render services (in any capacity, whether as employee, officer, director, partner, trustee consultant or otherwise) to any Significant Competitor of Bank for a period of twelve one (121) months year following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County the Wisconsin counties of Winnebago and Outagamie or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 5,000,000 in commercial or mortgage loans secured by real property in any such county; provided, however, that Executive shall not be deemed to have breached this covenant not to compete (a) solely by reason of his rendering services otherwise prohibited by this Section 6(ii) for a financial institution which has its home office located outside of the Wisconsin counties of Winnebago and Outagamie if he renders such services from a full-service banking office of such financial institution which is located outside these same Wisconsin counties or (b) if his sole relationship with any other such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than five percent (5%) of such entity's outstanding equity interests. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 2 contracts
Samples: Merger Agreement (FCB Financial Corp), Employment Agreement (Anchor Bancorp Wisconsin Inc)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers Employer has invested considerable time and money in his development of such contacts and relationships, that Employers Employer could suffer irreparable harm if he were to leave employment and solicit the business of the Employers Employer's customers, and that it is reasonable to protect the Employers Employer against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii5(iv), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers Employer and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers Employer shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring Employer brings legal action for injunctive or other relief, the Employers Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his development of such contacts and relationships, that Employers could suffer irreparable harm if he were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii5(iv), or upon expiration of this Agreement as a result of Executive's ’s election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such terminationtermination in any county in which the Bank both (i) has deposits of $50,000,000 or more, and (ii) has originated mortgage loans of $100,000,000 or more during any consecutive twelve (12) month period within the past twenty-four (24) months. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such countycorporation. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract
Samples: Employment Agreement (Anchor Bancorp Wisconsin Inc)
Noncompetition Provision. Executive Consultant acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers FOSB has invested considerable time and money in his development of such contacts and relationships, that Employers FOSB and Successor Corporation could suffer irreparable harm if he were to leave employment and solicit the business of the Employers FOSB customers, and that it is reasonable to protect the Employers FOSB against competitive activities by ExecutiveConsultant. Executive Consultant covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary the termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewalsfor any reason, Executive shall Consultant will not accept employment with or provide consulting services to any Significant Competitor of Bank FOSB and Successor Corporation for a period of twelve thirty-six (1236) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, which at the time of termination of ExecutiveConsultant's employmentrelationship with FOSB, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County any county in which FOSB has an office or which has, during the twelve (12) months preceding ExecutiveConsultant's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 500,000 in commercial or mortgage loans secured by real property in any such county. Executive Consultant agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers FOSB and Successor Corporation and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive Consultant and the public. In the event Executive Consultant violates the non-non- competition provisions set forth herein, the Employers Successor Corporation shall be entitled, in addition to its other legal remedies, to enjoin the employment or consulting relationship of Executive Consultant with any Significant Competitor for the period set forth herein. If Executive Consultant violates this covenant and the Employers bring FOSB brings legal action for injunctive or other relief, the Employers FOSB shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation. In addition to such other relief as may be awarded, if FOSB is the prevailing party it shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in enforcing its rights hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Ozaukee Capital Corp)
Noncompetition Provision. Executive Employee acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers FOSB has invested considerable time and money in his her development of such contacts and relationships, that Employers FOSB and surviving corporation could suffer irreparable harm if he il she were to leave employment and solicit the business of the Employers FOSB customers, and that it is reasonable to protect the Employers FOSB against competitive activities by ExecutiveEmployee. Executive Employee covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive Employee pursuant to Section 5(iii5 (iii), or upon expiration of this Agreement as a result of ExecutiveEmployee's election (but not as the result of an election by EmployersFOSB) not to continue automatic annual renewals, Executive Employee shall not accept employment with any Significant Competitor of Bank FOSB for a period of twelve six (126) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of ExecutiveEmployee's employmentemployment with FOSB, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County any county in which FOSB has an office or which has, during the twelve (12) months preceding ExecutiveEmployee's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 500,000 in commercial or mortgage loans secured by real property in any such county. Executive Employee agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers FOSB and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive Employee and the public. In the event Executive Employee violates the non-competition provisions set forth herein, the Employers FOSB shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive Employee with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.forth
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Ozaukee Capital Corp)
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his development of such contacts and relationships, that Employers could suffer irreparable harm if he were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his development of such contacts and relationships, that Employers could suffer irreparable harm if he were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract
Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his her development of such contacts and relationships, that Employers could suffer irreparable harm if he she were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii5(iv), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewalsrenew employment at expiration of the Employment Term, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract
Noncompetition Provision. Executive acknowledges In recognition of the highly competitive nature of the Corporation's business, you agree that (i) as long as you are an employee or officer of the Corporation and (ii) for two years after your termination of employment with the Corporation (unless your employment is terminated by the Corporation without cause, in which case this Section 14 shall not apply to competitive action occurring after the termination of your employment);
(a) You will not, directly or indirectly (other than on behalf of the Corporation), as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, or have any connection with, any business located in the United States engaged in the production and marketing of manufactured homes and buses (other than on behalf of the Corporation). You agree not to supply competing products or provide competing services to any customer with whom the Corporation has done any business during your employment with the Corporation, whether as an officer, director, proprietor, employee, partner, or investor (other than as a holder of less than 1% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or sales representative.
(b) You agree not to directly or indirectly induce employees of the Corporation to engage in any activity hereby prohibited to you or to terminate their employment with the Corporation.
(c) If any one or more of the terms contained in this Section 14 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality and unenforceability shall not affect any other term therein, but such term shall be deemed deleted, and such deletion shall not affect the validity of the other terms of this Section 14 or any other Section of this Agreement, or your obligations under any other agreements with the Corporation. Alternatively, if any one or more of the terms contained in this Section 14 shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity, that term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law.
(d) You acknowledge that the Corporation's and its subsidiaries' trade secrets, private or secret processes as they exist form time to time and information concerning products, research and development data, market studies and forecasts, editorial redesign information, editorial source identification and compensation information, technical information, procurement and sales activities and procedures, promotion and pricing techniques, marketing arrangements and plans, business plans, the substance of personal contacts agreements with customers or others, service and relationships is an essential element training programs and arrangements, customer lists and credit and financial data concerning customers (the "Proprietary Information") are valuable, special and unique assets of the savings Corporation and loan its subsidiaries, access to and knowledge of which will have been gained by virtue of your position and involvement with the Corporation. In light of the highly competitive nature of the industry in which the Corporation has conducted its business, you further agree that Employers has invested considerable time and money in his development all Proprietary Information obtained by you as a result of such contacts position or involvement shall be considered confidential. In recognition of this fact, you agree that you will not disclose any of such Proprietary Information to any person or other entity for any reason or purpose whatsoever, and relationshipsyou will not make use of any Proprietary Information for your own purposes or for the benefit of any person or other entity (except the Corporation) under any circumstances.
(e) Upon your termination of employment with the Corporation, that Employers could suffer irreparable harm if he were you will deliver to leave employment the Corporation all records, data and solicit the business memoranda of every kind and character of the Employers customersCorporation and all copies thereof which are in your possession or control, and which relate to your employment or to the activities of the Corporation or its subsidiaries or to any Proprietary Information, including but not limited to customer lists, editorial sources, drawings, prints, manuals, notebooks, reports and correspondence, other than employment related records and documents which you are entitled to keep.
(f) Notwithstanding the provisions in the third paragraph of Section 2 of this Agreement to the contrary, you acknowledge and agree that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agreesCorporation's remedy at law or through arbitration for a breach of any of the provisions of Section 14 would be inadequate and, in recognition of the foregoing and in consideration of the mutual promises contained hereinthis fact, that in the event of a voluntary termination breach or threatened breach by you of employment by Executive pursuant to any provision of Section 5(iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes 14 of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitledit is agreed that, in addition to its any other legal remediesremedies it may have, the Corporation shall be entitled to enjoin equitable relief in the employment form of Executive with specific performance, temporary restraining order, temporary or permanent injunction or any Significant Competitor other equitable remedy which may then be available. Further, you acknowledge that the granting of a temporary injunction, or temporary restraining order would not be an adequate remedy upon breach or threatened breach of Section 14 hereof and consequently agree upon any such breach or threatened breach that the Corporation shall be entitled to the granting of injunctive relief prohibiting the sale of products and providing of services of the kind sold or provided by the Corporation. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach. This provision shall override the period third paragraph of Section 2 of the Agreement for purposes of enforcing the Covenant not to Compete and Proprietary Information requirements set forth herein. If Executive violates in this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violationSection 14.
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Noncompetition Provision. Executive acknowledges that the development of personal contacts and relationships is an essential element of the savings and loan business, that Employers has invested considerable time and money in his his/her development of such contacts and relationships, that Employers could suffer irreparable harm if he he/she were to leave employment and solicit the business of the Employers customers, and that it is reasonable to protect the Employers against competitive activities by Executive. Executive covenants and agrees, in recognition of the foregoing and in consideration of the mutual promises contained herein, that in the event of a voluntary termination of employment by Executive pursuant to Section 5(iii5 (iii), or upon expiration of this Agreement as a result of Executive's election (but not as the result of an election by Employers) not to continue automatic annual renewals, Executive shall not accept employment with any Significant Competitor of Bank for a period of twelve (12) months following such termination. For purposes of this Agreement, the term Significant Competitor means any financial institution including, but not limited to, any commercial bank, savings bank, savings and loan association, credit union, or mortgage banking corporation which, at the time of termination of Executive's employment, or during the period of this covenant not to compete, has a home, branch or other office in Milwaukee County or which has, during the twelve (12) months preceding Executive's termination, originated, or which during the period of this covenant not to compete originates, more than $50,000,000 in commercial or mortgage loans secured by real property in any such county. Executive agrees that the non-competition provisions set forth herein are necessary for the protection of the Employers and are reasonably limited as to (i) the scope of activities affected, (ii) their duration and geographic scope, and (iii) their effect on Executive and the public. In the event Executive violates the non-competition provisions set forth herein, the Employers shall be entitled, in addition to its other legal remedies, to enjoin the employment of Executive with any Significant Competitor for the period set forth herein. If Executive violates this covenant and the Employers bring legal action for injunctive or other relief, the Employers shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the covenant shall be deemed to have the duration specified herein, computed from the date such relief is granted, but reduced by any period between commencement of the period and the date of the first violation.
Appears in 1 contract