Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including your receipt of the 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, you have had, and will continue to have, access to significant confidential, proprietary or trade secret information of the ADCS Group and the Company, so that, if you were employed by a competitor of the Company, there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of the later of sixty (60) months from the date of this Agreement or thirty-six (36) months after the termination of your employment with the 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 for, any other person, firm, corporation or business organization 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 two (2) years prior to the termination of your employment with the Company; (b) solicit employees of the Company to leave 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; (c) 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 this Section 8; or (d) otherwise attempt to interfere with or disrupt the business or activities of the Company 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. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence by the Board of Directors of Holdings, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.l upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.l will not in any way be jeopardized or violated by such activities; 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.
Appears in 1 contract
Samples: Employment Agreement (Atmi Inc)
Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including your receipt of the 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, you have had, and will continue to have, access to significant confidential, proprietary or trade secret information of the ADCS Group and the Company, so that, if you were employed by a competitor of the Company, there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of the later of sixty (60) months from the date of this Agreement or thirty-six (36) months after the termination of your employment with the Company, absent the Company's prior written approval (with concurrence by from the Board of Directors of HoldingsATMI), you will not directly or indirectly:
(a) render any services to, or engage in any activities for, any other person, firm, corporation or business organization 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 two (2) years prior to the termination of your employment with the Company;
(b) solicit employees of the Company to leave 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;
(c) 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 this Section 8; or
(d) otherwise attempt to interfere with or disrupt the business or activities of the Company 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.
8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence by of the Board of Directors of HoldingsATMI, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.l upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.l will not in any way be jeopardized or violated by such activities; 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.
Appears in 1 contract
Samples: Employment Agreement (Atmi Inc)
Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including your receipt of the 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, you have had, and will continue to have, access to significant confidential, proprietary or trade secret information of the ADCS Group and the Company, so that, if you were employed by a competitor of the Company, there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of the later of sixty (60) months from the date of this Agreement or thirtytwenty-six four (3624) months after the termination of your employment with the 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 for, any other person, firm, corporation or business organization 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 two (2) years prior to the termination of your employment with the Company;
(b) solicit employees of the Company to leave 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;
(c) 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 this Section 8; or
(d) otherwise attempt to interfere with or disrupt the business or activities of the Company 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.
8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence by of the Board of Directors of Holdings, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.l 8.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.l will not in any way be jeopardized or violated by such activities; 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.
Appears in 1 contract
Samples: Employment Agreement (Atmi Inc)
Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including your receipt of the specific consideration expressed in the second paragraph of this Agreement. In addition, as 7.1 As a result of your prior position with the ADCS Group and your executive Employee's position with the Company, you Employee will have had, and will continue to have, access to significant confidential, confidential and proprietary or trade secret information of the ADCS Group and Company. In addition, the Company, so that, if you were employed by a competitor 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, there would be a substantial risk to among other things, the Company of your use of its confidential, proprietary or trade secret informationworldwide market for the Company's products and technologies. Based on the foregoing, for a period and in consideration thereof and of the later of sixty payments to be made to Employee by the Company pursuant to this Agreement, until twelve (60) months from the date of this Agreement or thirty-six (3612) months after the termination of your Employee's employment with the Company, absent the Company's prior written approval (with concurrence by the Board of Directors of Holdings)approval, you Employee will not directly or indirectly:
(a) engage in activities for, nor render any services to, or engage in any activities for, any other person, firm, corporation firm or business organization which directly competes with respect the Company or any Subsidiary in any line of business engaged in by the Company or any Subsidiary (or which the Company or any Subsidiary has made plans to be engaged in), whether now existing or hereafter established, nor shall Employee engage in such activities nor render such services to any productother person or entity engaged or about to become engaged in such activities to, process, technology or service, in existence or under development which substantially resembles or competes with a product, processfor, or service of the Company in existence on behalf of, any such firm or under development upon which you worked or exercised supervisory responsibility at any time during the two (2) years prior to the termination of your employment with the Companybusiness organization;
(b) solicit employees Employees of the Company or any Subsidiary to leave their employ or its employ;
(c) offer or cause to be offered employment to any person who is or was employed by the Company or any Subsidiary at any time during the six (6) months prior to the termination of your Employee's employment with the Company;
(cd) 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 this Section 87; or
(de) otherwise attempt to interfere with or disrupt the business or activities of the Company 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 8any Subsidiary.
8.2 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, subject to the concurrence by the Board of Directors of Holdings, discretion give you Employee written approval(s) to personally engage personally in any activity or render services referred to in Section 8.l 7.1 upon receipt of written assurances (satisfactory to the Company and its counsel in their discretioncounsel) from you Employee and from your Employee's prospective employer(s) that the integrity of the Proprietary Information Agreement and the provisions of Section 7 and Section 8.l 7.1 will not in any way be jeopardized or violated by such activities; provided, -------- however, 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). Failure of the Company to respond to such written request shall be deemed a rejection of such request.
Appears in 1 contract
Post-Employment Activities. 8.1 You understand and acknowledge that the provisions of this Section 8 are necessary to protect the legitimate business interests of the Company and are fair and reasonable for numerous reasons, including your receipt of the 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, you have had, and will continue to have, access to significant confidential, proprietary or trade secret information of the ADCS Group and the Company, so that, if you were employed by a competitor of the Company, there would be a substantial risk to the Company of your use of its confidential, proprietary or trade secret information. Based on the foregoing, for a period of the later of sixty (60) months from the date of this Agreement or thirty-six (36) months after the termination of your employment with the 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 for, any other person, firm, corporation or business organization 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 two (2) years prior to the termination of your employment with the Company;
(b) solicit employees of the Company to leave 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;
(c) 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 this Section 8; or
(d) otherwise attempt to interfere with or disrupt the business or activities of the Company 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.
8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the Company may in its discretion, subject to the concurrence by of the Board of Directors of Holdings, give you written approval(s) to engage personally in any activity or render services referred to in Section 8.l upon receipt of written assurances (satisfactory to the Company and its counsel in their discretion) from you and from your prospective employer(s) that the integrity of the provisions of Section 7 and Section 8.l will not in any way be jeopardized or violated by such activities; 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.
Appears in 1 contract
Samples: Employment Agreement (Atmi Inc)