Nonsolicitation Covenant. (a) You acknowledge and agree that you have received significant benefits from your employment with the Company, including compensation and other consideration inuring to your benefit, as well as introductions to, personal experience with, training in and knowledge of Pacer and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and the payments made and to be made to you in connection with your employment relationship with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date (the “Nonsolicitation Period”) for any reason: (i) take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with Pacer or any of its Affiliates to terminate or alter in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer or such Affiliate; (ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates: (A) to terminate or alter in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates); (B) to become an officer, director, employee, agent or contractor of you, your Affiliates or any other Person where such position or relationship would interfere with such officer’s, director’s, employee’s, agent’s or contractor’s position or relationship with Pacer or any of its Affiliates; or (C) to engage directly or indirectly in any Competitive Business; or (iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any of its Affiliates or any trade name used by any of them. Ownership by you for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. (b) As used herein, the term “Competitive Business” means any transportation or other business that Pacer or any of its Affiliates has engaged in at any time during the period of your employment in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Samples: Separation Agreement (Pacer International Inc), Separation Agreement (Pacer International Inc)
Nonsolicitation Covenant. (a) You acknowledge and agree that you have received significant benefits from your employment with the Company, including compensation and other consideration inuring to your benefit, as well as introductions to, personal experience with, training in and knowledge of Pacer and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and the payments made and to be made to you in connection with your employment relationship with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date from April 1, 2010 through September 30, 2010 (the “Nonsolicitation Period”) for any reason:
(i) : take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with Pacer or any of its Affiliates to terminate or alter in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer or such Affiliate;
(ii) ; take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates:
(Ai) to terminate or alter in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates);
(Bii) to become an officer, director, employee, agent or contractor of you, your Affiliates or any other Person where such position or relationship would interfere with such officer’s, director’s, employee’s, agent’s or contractor’s position or relationship with Pacer or any of its Affiliates; or
(Ciii) to engage directly or indirectly in any Competitive Business; or
(iii) or engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you Your ownership for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant.
(b) As used herein, the term “Competitive Business” means any transportation or other business that Pacer or any of its Affiliates has engaged in at any time during the period of your employment in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Nonsolicitation Covenant. (a) You acknowledge The Executive acknowledges and agree agrees that you have received he will receive significant and substantial benefits from your his employment with the CompanyCompany under this Agreement, including the remuneration, compensation and other consideration inuring to your benefithis benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of Pacer the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the payments made Company to employ and continue to be made employ the Executive hereunder and provide such benefits to you the Executive (in connection with your each case subject to the terms and conditions of this Agreement and the applicable employment relationship policies of the Company and its Affiliates), the Executive agrees that he will not during the period beginning on the Commencement Date and ending twelve (12) months after the effective date of the termination of the Executive’s employment with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date its Affiliates (the “Nonsolicitation Non-Solicitation Period”) for any reason:
(i) take any action to solicit, encourage or induce induce, directly or indirectly, any customer, vendor, agent or contractor doing business with Pacer the Company or any of its Affiliates to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer the Company or such Affiliate;
(ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates:
(A) to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer the Company or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates);
(B) to become an officer, director, employee, agent or contractor of youthe Executive, your the Executive’s Affiliates or any other Person Person, where such position or relationship would interfere with such officer’s, director’s, employee’s, ’s agent’s or contractor’s position or relationship with Pacer the Company or any of its Affiliates; or
(C) to engage directly or indirectly in any Competitive Business; or
(iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you the Executive for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The covenant contained in this Section 10 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.
(b) As used herein, the term “Competitive Competing Business” means any transportation or other business that Pacer the Company or any of its Affiliates has engaged in at any time during the period of your employment Employment Period in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Nonsolicitation Covenant. (a) You acknowledge The Executive acknowledges and agree agrees that you have received he will receive significant and substantial benefits from your his employment with the CompanyCompany under this Agreement, including the remuneration, compensation and other consideration inuring to your benefithis benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of Pacer the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the payments made Company to employ and continue to be made employ the Executive hereunder and provide such benefits to you the Executive (in connection with your each case subject to the terms and conditions of this Agreement and the applicable employment relationship policies of the Company and its Affiliates), the Executive agrees that he will not during the period beginning on the Commencement Date and ending six (6) months after the effective date of the termination of the Executive’s employment with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date its Affiliates (the “Nonsolicitation Non-Solicitation Period”) for any reason:
(i) take any action to solicit, encourage or induce induce, directly or indirectly, any customer, vendor, agent or contractor doing business with Pacer the Company or any of its Affiliates to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer the Company or such Affiliate;
(ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates:
(A) to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer the Company or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates);
(B) to become an officer, director, employee, agent or contractor of youthe Executive, your the Executive’s Affiliates or any other Person Person, where such position or relationship would interfere with such officer’s, director’s, employee’s, ’s agent’s or contractor’s position or relationship with Pacer the Company or any of its Affiliates; or
(C) to engage directly or indirectly in any Competitive Business; or
(iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you the Executive for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The covenant contained in this Section 10 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.
(b) As used herein, the term “Competitive Competing Business” means any transportation or other business that Pacer the Company or any of its Affiliates has engaged in at any time during the period of your employment Employment Period in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Nonsolicitation Covenant. (a) You acknowledge The Executive acknowledges and agree agrees that you have received he will receive significant and substantial benefits from your his employment with the CompanyCompany under this Agreement, including the remuneration, compensation and other consideration inuring to your benefithis benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of Pacer the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the payments made Company to employ and continue to be made employ the Executive hereunder and provide such benefits to you the Executive (in connection with your each case subject to the terms and conditions of this Agreement and the applicable employment relationship policies of the Company and its Affiliates), the Executive agrees that he will not during the period beginning on the Commencement Date and ending on the first anniversary of the effective date of the termination of the Executive’s employment with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date its Affiliates (the “Nonsolicitation Non-Solicitation Period”) for any reason:
(i) take any action to solicit, encourage or induce induce, directly or indirectly, any customer, vendor, agent or contractor doing business with Pacer the Company or any of its Affiliates to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer the Company or such Affiliate;
(ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates:
(A) to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer the Company or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates);
(B) to become an officer, director, employee, agent or contractor of youthe Executive, your the Executive’s Affiliates or any other Person where such position or relationship would interfere with such officer’s, director’s, employee’s, agent’s or contractor’s position or relationship with Pacer or any of its AffiliatesPerson; or
(C) to engage directly or indirectly in any Competitive Business; or
(iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you the Executive for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The covenant contained in this Section 10 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.
(b) As used herein, the term “Competitive Business” means any transportation or other business that Pacer the Company or any of its Affiliates has engaged in at any time during the period of your employment Employment Period in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Nonsolicitation Covenant. (a) You acknowledge and agree that you have received significant and substantial benefits from your employment with the Company, including the remuneration, compensation and other consideration inuring to your benefit, as well as introductions to, personal experience with, training in and knowledge of Pacer and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and the payments made and to be made to you in connection with your employment relationship with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on from the Termination Effective Date through November 7, 2009 (the “Nonsolicitation Noncompetition Period”) ), for any reason:
(i) take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with Pacer or any of its Affiliates to terminate or alter diminish in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer or such Affiliate;
(ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates:
(A) to terminate or alter in any manner adverse to Pacer and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer or any of its Affiliates);
(B) to become an officer, director, employee, agent or contractor of you, your Affiliates or any other Person where such position or relationship would interfere with such officer’s, director’s, employee’s, agent’s or contractor’s position or relationship with Pacer or any of its AffiliatesPerson; or
(C) to engage directly or indirectly in any Competitive Business; or
(iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you Your ownership for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant.
(b) As used herein, the term “Competitive Competing Business” means any transportation or other business that Pacer the Company or any of its Affiliates has engaged in at any time during the period of your employment in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
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Nonsolicitation Covenant. (a) You acknowledge The Executive acknowledges and agree agrees that you have received he will receive significant and substantial benefits from your his employment with the CompanyCompany under this Agreement, including the remuneration, compensation and other consideration inuring to your benefithis benefit hereunder, as well as introductions to, personal experience with, training in and knowledge of Pacer the Company and its Affiliates, the industries in which they engage, and third parties with whom they conduct business. Accordingly, in consideration of the foregoing, and to induce the payments made Company to employ and continue to employ the Executive hereunder and to be made provide such benefits to you the Executive, in connection with your each case subject to the terms and conditions of this Agreement and the applicable employment relationship policies of the Company and its Affiliates, the Executive agrees that he will not during the period (the "Nonsolicitation Period") beginning on the Commencement Date and ending on the ---------------------- later to occur of (x) the last day of the Severance Period, if applicable, and (y) the second (2/nd/) anniversary of the effective date of the termination of the Executive's employment with the Company and under this Agreement, you agree that you will not during the twelve (12) month period beginning on the Termination Effective Date (the “Nonsolicitation Period”) its Affiliates for any reason:
(i) take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with Pacer the Company or any of its Affiliates to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, agency or other relationship with Pacer the Company or such Affiliate;
(ii) take any action to solicit, encourage or induce any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates:
(A) to terminate or alter in any manner adverse to Pacer the Company and its Affiliates his, her or its business, commercial, employment, agency or other relationship with Pacer the Company or such Affiliate (including any action to hire, retain, engage or employ or attempt to hire, retain, engage or employ, any officer, director or employee, or any exclusive agent or contractor, of Pacer the Company or any of its Affiliates);
(B) to become an officer, director, employee, agent or contractor of youthe Employee, your the Employee's Affiliates or any other Person where such position or relationship would interfere with such officer’s, director’s, employee’s, agent’s or contractor’s position or relationship with Pacer or any of its AffiliatesPerson; or
(C) to engage directly or indirectly in any Competitive Business; or
(iii) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer the Company or any of its Affiliates or any trade name used by any of them. Ownership by you the Executive for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The covenant contained in this Section 10 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.
(b) As used herein, the term “Competitive "Competing Business” " means any ------------------ transportation or other business that Pacer the Company or any of its Affiliates has engaged in at any time during the period of your employment Employment Period in any city or county in any country, state or province of the United States, Canada or Mexico, including any such business directly or indirectly engaged in providing any of the following:
(i) intermodal marketing or rail or intermodal brokerage services (whether in connection with domestic or international shipments or customers), car fleet management services, and railcar brokerage and management services;
(ii) highway brokerage services, including full trailer load, less than trailer load, trailer fleet management and depot operations services;
(iii) international freight transportation services, including ocean forwarding, custom house brokerage, ocean carrier services (including NVOCC operations), import/export air forwarding services, and special project services;
(iv) specialized transport and cartage services, including heavy, oversized, and other specialized flatbed trucking services, dry van trucking services, port and rail depot cartage services (whether in connection with domestic or international shipments or customers), and local and regional trucking services (including full truckload and less-than-truckload motor carrier services);
(v) freight consolidation and handling services, including third party warehouse, cross dock, consolidation, deconsolidation and distribution services;
(vi) comprehensive transportation management programs and services to third party customers, including supply chain and traffic management services, carrier rate and contract management services, logistics optimization planning, and vendor bid optimization;
(vii) railroad signal project management;
(viii) intermodal rail equipment (including double-stack rail car, container and chassis) supply and management services, including stacktrain transportation services; and
(ix) any other transportation or other business that the Company or any of its Affiliates has engaged in at any time during the Employment Perid in any city or county in any state or province of the United States, Canada or Mexico.
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