Common use of Nondisclosure of Confidential Information; Non-Competition Clause in Contracts

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will not, without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed thereby, by any administrative body or legislative body (including a committee thereof) having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information. For purposes of this paragraph 7(a), “Confidential Information” will mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company and its subsidiaries that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described which has become publicly available through any breach of fiduciary duty. (b) During the period of his employment hereunder and for a period of 24 months thereafter (or, if such termination, arises in circumstances where Executive is entitled to payments pursuant to paragraph 6(a) hereof, during the period of his employment hereunder and for a period of 30 months thereafter), the Executive agrees that, without the prior written consent of the Company, he will not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in material competition with the business of the Company and/or its affiliates. (c) For purposes of this Section 7, a business will be deemed to be in competition with the Company if it is principally involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such services. Nothing in this Section 7 will be construed so as to preclude the Executive from (i) investing in any publicly held company provided Executive’s beneficial ownership of any class of such company’s securities does not exceed 3% of the outstanding securities of such class. (d) The Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, the Company may, in addition to pursuing any other remedies it may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement by the Executive.

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed therebyjurisdiction, by any administrative body or legislative body (including a committee thereof) governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. . (b) For purposes of this paragraph 7(a)Section, “Confidential Information” will shall mean non-public information concerning the Company’s and its Affiliates’ financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company and its subsidiaries Affiliates that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described which has become publicly available through any breach of fiduciary duty. (bc) During For the period commencing on the date hereof and ending on the last day on which Executive receives any payment from the Company or any of his employment hereunder and for a period of 24 months thereafter (orits Affiliates, if such termination, arises in circumstances where Executive is entitled to payments pursuant to paragraph 6(a) hereof, during the period of his employment hereunder and for a period of 30 months thereafter), the Executive agrees that, without the prior written consent of the Company, he will shall not, directly or indirectly, (i) either as principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, in any business which that is in material direct competition with the business of the Company and/or its affiliates. Affiliates, or (cii) solicit or hire any employees of the Company and/or its Affiliates. For purposes of this Section 7hereof, a business will shall be deemed to be in material direct competition with the Company if it is principally significantly involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part Affiliates. As used in the preceding sentence, the term “significantly” shall be deemed to refer to activities generating gross annual sales of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such servicesat least $25 million. Nothing in this Section 7 will shall be construed so as to preclude the Executive from (i) investing in any publicly held company provided Executive’s beneficial ownership of any class of such company’s securities does not exceed 35% of the outstanding securities of such class. (d) The Executive and the Company agree that this the foregoing covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will shall have the right, power and authority to excise or modify such provision or provisions of this such covenant as to the court will shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, the Company may, in addition to pursuing any other remedies it they may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement Section by the Executive.

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed therebyjurisdiction, by any administrative body or legislative body (including a committee thereof) governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. . (b) For purposes of this paragraph 7(a)Section, “"Confidential Information” will " shall mean ------------------------ non-public information concerning the Company's and its Affiliates' financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company and its subsidiaries Affiliates that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described which has become publicly available through any breach of fiduciary duty. (bc) During For the period commencing on the date hereof and ending on (x) the last day on which Executive receives any payment from the Company or any of his employment hereunder and its Affiliates, with respect to a termination by the Company other than for Cause or a period termination by Executive for Good Reason, or (y) the one year anniversary of 24 months thereafter (orthe last day on which Executive receives any payment from the Company or any of its Affiliates, if such termination, arises in circumstances where Executive is entitled with respect to payments pursuant to paragraph 6(a) hereof, during the period of his employment hereunder and for a period of 30 months thereafter), the Executive agrees thatall other terminations, without the prior written consent of the Company, he will Executive shall not, directly or indirectly, (i) either as principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest inin any business within the chemicals industry, including, without limitation, any business which that is in material competition with the business of the Company and/or its affiliates. Affiliates, or (cii) solicit or hire any employees of the Company and/or its Affiliates. For purposes of this Section 7hereof, a business will shall be deemed to be in competition with the Company if it is principally significantly involved in the purchase, sale or other dealing in any property or the rendering of any good or service significantly purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part Affiliates. As used in the preceding sentence, the term "significantly" shall be deemed to ------------- refer to activities generating gross annual sales of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such servicesat least $25 million. Nothing in this Section 7 will 9(c) shall be construed so as to preclude the Executive from (i) ------------ serving on each board of directors of the Companies listed on Exhibit A or --------- investing in any publicly held company provided Executive’s 's beneficial ownership of any class of such company’s 's securities does not exceed 35% of the outstanding securities of such class. (d) The Executive and the Company agree that this the foregoing covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will shall have the right, power and authority to excise or modify such provision or provisions of this such covenant as to the court will shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, the Company may, in addition to pursuing any other remedies it they may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement Section by the Executive.

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will shall not, without the prior written consent of Holdings or the Company, divulge, disclose or make accessible to any other person, firm, partnership, partnership or corporation or other entity any Confidential Information pertaining to the business of Holdings or the Company, Company except (i) while employed by Holdings or the Company, Company in the business of and for the benefit of Holdings or the Company, Company or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed therebyjurisdiction, by any administrative body or legislative body (including a committee thereof) governmental agency having supervisory authority over the business of Holdings or the Company, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. For purposes of this paragraph 7(aSection 14(a), “"Confidential Information” will " shall mean non-public information concerning Holdings' or the Company's financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-publicproprietary information, proprietary and confidential information of the Company and its subsidiaries that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described except for specific items which has have become publicly available information or otherwise known to the public other than through a breach by Executive of his fiduciary duty or any breach confidentiality agreement, or information known to the Executive prior to the date of fiduciary dutythis Agreement. Confidential Information does not include information the disclosure of which cannot reasonably be expected to adversely affect the business of Holdings or the Company. (b) During the period commencing on the date hereof and ending (i) in the case of his employment hereunder a termination described in Section 6.1 hereof, three years after the date of termination; and for (ii) in case of a period termination described in Section 6.4 hereof, two years after the date of 24 months thereafter (ortermination, Executive covenants and agrees that he will not be an executive officer, board member, owner, partner, consultant or employee of a food or tobacco company with revenues over $1 billion, if such termination, arises food or tobacco company is engaged in circumstances where Executive is entitled to payments pursuant to paragraph 6(a) hereof, during the period a "major business" of his employment hereunder and for a period of 30 months thereafter), the Executive agrees that, without the prior written consent of Holdings or the Company, he will not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any . A "major business" for this purpose is each major business which is in material competition with the business segment of the Company and/or and its affiliates. (c) subsidiaries on the date hereof that produces products constituting over 5% of the revenues of Holdings and its subsidiaries. For purposes of this Section 714, a business will Executive shall be deemed to not a shareholder of a company that would otherwise be in competition with the Company a competing entity if it is principally involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such services. Nothing in this Section 7 will be construed so as to preclude the Executive from (i) investing in any publicly held company provided Executive’s 's record and beneficial ownership of any class the capital stock of such company’s securities does company amount to not exceed 3% more than one percent of the outstanding securities capital stock of any such class. (dcompany subject to the periodic and other reporting requirements of Section 13 or Section 15(d) The Executive or the Securities Exchange Act of 1934, as amended. Executive, Holdings, and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction jurisdiction, such restraint is not reasonable in any respect, such court will shall have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will shall appear not reasonable and to enforce the remainder of the covenant as so amended. . (c) Executive agrees that any breach of the covenants contained in this Section 7 14 would irreparably injure Holdings and the Company. Accordingly, Holdings or the Company may, in addition to pursuing any other remedies it they may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement by the Executive.

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed therebyjurisdiction, by any administrative body or legislative body (including a committee thereof) governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. . (b) For purposes of this paragraph 7(a)Section, “Confidential Information” will shall mean non-public information concerning the Company’s and its Affiliates’ financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company and its subsidiaries Affiliates that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described which has become publicly available through any breach of fiduciary duty. (bc) During For the period commencing on the date hereof and ending on (x) the last day on which Executive receives any payment from the Company or any of his employment hereunder and its Affiliates, with respect to a termination by the Company other than for Cause or a period termination by Executive for Good Reason, or (y) the one year anniversary of 24 months thereafter (orthe last day on which Executive receives any payment from the Company or any of its Affiliates, if such termination, arises in circumstances where Executive is entitled with respect to payments pursuant to paragraph 6(a) hereof, during the period of his employment hereunder and for a period of 30 months thereafter), the Executive agrees thatall other terminations, without the prior written consent of the Company, he will which shall not be unreasonably withheld, the Executive shall not, directly or indirectly, (i) either as principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, in any business which that is in material direct competition with the business of the Company and/or its affiliates. Affiliates, or (cii) solicit or hire any employees of the Company and/or its Affiliates. For purposes of this Section 7hereof, a business will shall be deemed to be in material direct competition with the Company if it is principally significantly involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part Affiliates. As used in the preceding sentence, the term “significantly” shall be deemed to refer to activities generating gross annual sales of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such servicesat least $25 million. Nothing in this Section 7 will shall be construed so as to preclude the Executive from (i) investing in any publicly held company provided Executive’s beneficial ownership of any class of such company’s securities does not exceed 35% of the outstanding securities of such class. (d) The Executive and the Company agree that this the foregoing covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will shall have the right, power and authority to excise or modify such provision or provisions of this such covenant as to the court will shall appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, the Company may, in addition to pursuing any other remedies it they may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement Section by the Executive.

Nondisclosure of Confidential Information; Non-Competition. (a) The Executive will not, without the prior written consent of the Company, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction or an individual duly appointed thereby, by any administrative body or legislative body (including a committee thereof) having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information. For purposes of this paragraph 7(a), “Confidential Information” will mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company and its subsidiaries that is not otherwise available to the public; provided, however, that Confidential Information will also include any information of the type herein described which has become publicly available through any breach of fiduciary duty. (b) During the period of his her employment hereunder and for a period of 24 18 months thereafter (or, if such termination, arises in circumstances where Executive is entitled to payments pursuant to paragraph 6(a) hereof, during the period of his employment hereunder and for a period of 30 24 months thereafter), the Executive agrees that, without the prior written consent of the Company, he she will not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in material competition with the business of the Company and/or its affiliates. (c) For purposes of this Section 7, a business will be deemed to be in competition with the Company if it is principally involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by the Company and/or its affiliates as a material part of the business of the Company and/or its affiliates within the same geographic areas in which the Company and/or its affiliates principally effect such purchases, sales or dealings or render such services. Nothing in this Section 7 will be construed so as to preclude the Executive from (i) investing in any publicly held company provided Executive’s beneficial ownership of any class of such company’s securities does not exceed 3% of the outstanding securities of such class. (d) The Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will appear not reasonable and to enforce the remainder of the covenant as so amended. Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, the Company may, in addition to pursuing any other remedies it may have in law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of this Agreement by the Executive.