Common use of Post-Employment Activities Clause in Contracts

Post-Employment Activities. 9.1 You acknowledge and agree that as a result of, among other things, (i) your access to significant and valuable Confidential Information (as defined in Section 7 above) of the Company and (ii) the lucrative world-wide market for the Company's expertise, services, products and technology, the restrictions contained in this Section 9 are reasonable in all respects and necessary to protect the Company's investments in your training and in the Company's good will and other business interests. 9.2 Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreement, for a period of twelve (12) months after the termination of your employment with the Company you will not directly or indirectly: (a) engage in activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) to, any firm or business organization which directly competes with the Company in any line of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) offer or cause to be offered employment to any person who is employed by the Company at any time during the six months prior to the termination of your employment with the Company; (d) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 9; or (e) otherwise attempt to interfere with or disrupt the business or activities of the Company. 9.3 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion give you written approval(s) to personally engage in any activity or render services referred to in Section 9.2 upon receipt of written assurances (satisfactory to the Company and its counsel) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 and 9 will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s).

Post-Employment Activities. 9.1 8.1 You understand and acknowledge and agree that as a result of, among other things, (i) your access the provisions of this Section 8 are necessary to significant and valuable Confidential Information (as defined in Section 7 above) protect the legitimate business interests of the Company and (ii) are fair and reasonable for numerous reasons, including your receipt of the lucrative world-wide market for specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your prior position with the ADCS Group and your executive position with the Company's expertise, servicesyou have had, products and technologywill continue to have, access to significant confidential, proprietary or trade secret information of the restrictions contained in this Section 9 are reasonable in all respects ADCS Group and necessary to protect the Company's investments in your training and in , so that, if you were employed by a competitor of the Company's good will and other business interests. 9.2 , there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreementforegoing, for a period of twelve the later of sixty (1260) months from the date of this Agreement or thirty-six (36) months after the termination of your employment with the Company Company, absent the Company's prior written approval (with concurrence by the Board of Directors of Holdings), you will not directly or indirectly: (a) render any services to, or engage in any activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) toany other person, any firm firm, corporation or business organization which directly competes with the Company in any line of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, technology or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of your employment with the Company; (dc) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 98; or (ed) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 8, the number of days that you are in violation will be added to the time period specified in this Section 8. 9.3 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion discretion, subject to the concurrence by the Board of Directors of Holdings, give you written approval(s) to engage personally engage in any activity or render services referred to in Section 9.2 8.l upon receipt of written assurances (satisfactory to the Company and its counselcounsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 Section 7 and 9 Section 8.l will not in any way be jeopardized or violated by such activities; provided, provided -------- however, the burden of so establishing the foregoing to the satisfaction of the ------- Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.

Post-Employment Activities. 9.1 8.1 You understand and acknowledge and agree that as a result of, among other things, (i) your access the provisions of this Section 8 are necessary to significant and valuable Confidential Information (as defined in Section 7 above) protect the legitimate business interests of the Company and (ii) are fair and reasonable for numerous reasons, including your receipt of the lucrative world-wide market for specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your executive position with the Company's expertise, servicesyou have had, products and technologywill continue to have, the restrictions contained in this Section 9 are reasonable in all respects and necessary access to protect significant confidential, proprietary or trade secret information of the Company's investments in your training and in , so that, if you were employed by a competitor of the Company's good will and other business interests. 9.2 , there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreementforegoing, for a period of twelve the later of sixty (1260) months from the date of this Agreement or twenty-four (24) months after the termination of your employment with the Company Company, absent the Company's prior written approval (with concurrence by the Board of Directors of Holdings), you will not directly or indirectly: (a) render any services to, or engage in any activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) toany other person, any firm firm, corporation or business organization which directly competes with the Company in any line of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, technology or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of your employment with the Company; (dc) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 98; or (ed) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 8, the number of days that you are in violation will be added to the time period specified in this Section 8. 9.3 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion discretion, subject to the concurrence of the Board of Directors of Holdings, give you written approval(s) to engage personally engage in any activity or render services referred to in Section 9.2 8.1 upon receipt of written assurances (satisfactory to the Company and its counselcounsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 Section 7 and 9 Section 8.l will not in any way be jeopardized or violated by such activities; provided, provided however, the burden of so establishing -------- ------- the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.

Post-Employment Activities. 9.1 You acknowledge and agree that as 7.1 As a result ofof Employee's position with the Company, Employee will have access to significant confidential and proprietary information of the Company. In addition, the Company has agreed to impose certain restrictions upon Employee's ability to compete with the business of the Company. Employee understands and acknowledges that these restrictions are fair and reasonable given, among other things, (i) your access to significant and valuable Confidential Information (as defined in Section 7 above) of the Company and (ii) the lucrative world-wide worldwide market for the Company's expertise, services, products and technology, the restrictions contained in this Section 9 are reasonable in all respects and necessary to protect the Company's investments in your training and in the Company's good will and other business interests. 9.2 technologies. Based on the foregoing foregoing, and in consideration thereof and of the payments to be made to you Employee by the Company pursuant to this Agreement, for a period of until twelve (12) months after the termination of your Employee's employment with the Company you Company, absent the Company's prior written approval, Employee will not directly or indirectly: (a) engage in activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) to, any firm or business organization which directly competes with the Company or any Subsidiary in any line of business engaged in by the Company or any Subsidiary (or which the Company's Board formally resolved during your employment Company or any Subsidiary has made plans to be engaged in), whether now existing or established during your employmenthereafter established, nor shall you Employee engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year prior to the termination of your employment with the Company; (b) solicit employees Employees of the Company or any Subsidiary to leave its employ; (c) offer or cause to be offered employment to any person who is employed by the Company or any Subsidiary at any time during the six months prior to the termination of your Employee's employment with the Company; (d) entice, induce or encourage any of the Company's or any Subsidiary's other employees Employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 97; or (e) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or any Subsidiary. 9.3 7.2 Upon your Employee's written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion give you Employee written approval(s) to personally engage in any activity or render services referred to in Section 9.2 7.1 upon receipt of written assurances (satisfactory to the Company and its counsel) from you Employee and from your Employee's prospective employer(s) that the integrity of the Proprietary Information Agreement and the provisions of Sections 7, 8 and 9 Section 7.1 will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you Employee and your Employee's prospective employer(s).

Post-Employment Activities. 9.1 8.1 You understand and acknowledge and agree that as a result of, among other things, (i) your access the provisions of this Section 8 are necessary to significant and valuable Confidential Information (as defined in Section 7 above) protect the legitimate business interests of the Company and (ii) are fair and reasonable for numerous reasons, including your receipt of the lucrative world-wide market for specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your executive position with the Company's expertise, servicesyou have had, products and technologywill continue to have, the restrictions contained in this Section 9 are reasonable in all respects and necessary access to protect significant confidential, proprietary or trade secret information of the Company's investments in your training and in , so that, if you were employed by a competitor of the Company's good will and other business interests. 9.2 , there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreementforegoing, for a period of twelve the later of sixty (1260) months from the date of this Agreement or twenty-four (24) months after the termination of your employment with the Company Company, absent the Company's prior written approval (with concurrence by the Board of Directors of Holdings), you will not directly or indirectly: (a) render any services to, or engage in any activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) toany other person, any firm firm, corporation or business organization which directly competes with the Company in any line of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, technology or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of your employment with the Company; (dc) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 98; or (ed) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 8, the number of days that you are in violation will be added to the time period specified in this Section 8. 9.3 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion discretion, subject to the concurrence of the Board of Directors of Holdings, give you written approval(s) to engage personally engage in any activity or render services referred to in Section 9.2 8.l upon receipt of written assurances (satisfactory to the Company and its counselcounsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 Section 7 and 9 Section 8.l will not in any way be jeopardized or violated by such activities; provided, provided however, the burden of so establishing -------- ------- the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.

Post-Employment Activities. 9.1 8.1 You understand and acknowledge and agree that as a result of, among other things, (i) your access the provisions of this Section 8 are necessary to significant and valuable Confidential Information (as defined in Section 7 above) protect the legitimate business interests of the Company and (ii) are fair and reasonable for numerous reasons, including your receipt of the lucrative world-wide market for specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your executive position with the Company's expertise, servicesyou have had, products and technologywill continue to have, the restrictions contained in this Section 9 are reasonable in all respects and necessary access to protect significant confidential, proprietary or trade secret information of the Company's investments in your training and in , so that, if you were employed by a competitor of the Company's good will and other business interests. 9.2 , there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreementforegoing, for a period of twelve the later of sixty (1260) months from the date of this Agreement or thirty-six (36) months after the termination of your employment with the Company Company, absent the Company's prior written approval (with concurrence by the Board of Directors of Holdings), you will not directly or indirectly: (a) render any services to, or engage in any activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) toany other person, any firm firm, corporation or business organization which directly competes with the Company in any line of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior to the termination of your employment with the Company, or (ii) with respect to any product, process, technology or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of your employment with the Company; (dc) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 98; or (ed) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. You agree that if you act in violation of this Section 8, the number of days that you are in violation will be added to the time period specified in this Section 8. 9.3 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion discretion, subject to the concurrence of the Board of Directors of Holdings, give you written approval(s) to engage personally engage in any activity or render services referred to in Section 9.2 8.l upon receipt of written assurances (satisfactory to the Company and its counselcounsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 Section 7 and 9 Section 8.l will not in any way be jeopardized or violated by such activities; provided, provided however, the burden of so establishing -------- ------- the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.

Post-Employment Activities. 9.1 8.1 You understand and acknowledge and agree that as a result of, among other things, (i) your access the provisions of this Section 8 are necessary to significant and valuable Confidential Information (as defined in Section 7 above) protect the legitimate business interests of the Company and (ii) are fair and reasonable for numerous reasons, including your receipt of the lucrative world-wide market for specific consideration expressed in the second paragraph of this Agreement. In addition, as a result of your executive position with the Company's expertise, servicesyou have had, products and technologywill continue to have, the restrictions contained in this Section 9 are reasonable in all respects and necessary access to protect significant confidential, proprietary or trade secret information of the Company's investments in your training and in , so that, if you were employed by a competitor of the Company's good will and other business interests. 9.2 , there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreementforegoing, for a period of twelve (12) months after the termination of your employment with the Company Company, absent the Company’s prior written approval (with concurrence from the Board of Directors of ATMI), you will not directly or indirectly: (a) render any services to, or engage in any activities (similar or reasonably related to those in which you shall have engaged during the 12 months immediately preceding the termination of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such 12 months) toany other person, any firm firm, corporation or business organization which directly competes with the Company in any line is a supplier of business engaged in by the Company (or which the Company's Board formally resolved during your employment to be engaged in), whether now existing or established during your employment, nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization: (i) in connection with the sale, marketing or promotion to any customer of the Company upon whom you have called or in whose account you participated or supervised on behalf of the Company during the year prior specialty materials to the termination of your employment with the Companysemiconductor industry, or (ii) with respect which services or activities relate to any product, process, technology or service, in existence or under development which substantially resembles or competes with a product, process, or service of the Company in existence or under development upon which you worked or exercised supervisory responsibility at any time during the year two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave its employ; (c) their employ or offer or cause to be offered employment to any person who is or was employed by the Company at any time during the six (6) months prior to the termination of your employment with the Company; the foregoing does not apply to employees who have been terminated by ATMI, its subsidiaries or affiliates or to your use of general advertising which is not specifically directed at ATMI employees; (dc) entice, induce or encourage any of the Company's ’s other employees to engage in any activity which, were it done by you, would violate any provision of Sections 7 or 8 or this Section 98; or (ed) otherwise attempt to interfere with or disrupt the business or activities of the CompanyCompany or its subsidiaries or affiliates after written notice and a 60-day cure period. 9.3 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion discretion, subject to the concurrence of the Board of Directors of ATMI, give you written approval(s) to engage personally engage in any activity or render services referred to in Section 9.2 8.l upon receipt of written assurances (satisfactory to the Company and its counselcounsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Sections 7, 8 Section 7 and 9 Section 8.l will not in any way be jeopardized or violated by such activities; provided, provided however, the burden of so establishing the foregoing to the satisfaction of the Company and said counsel shall be upon you and your prospective employer(s). Failure of the Company to respond to such written request shall be deemed a rejection of such request.