Common use of Post-Employment Noncompetition Covenant Clause in Contracts

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's employment for Cause. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's employment for Cause, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's ’s own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's ’s voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's ’s termination of Employee's ’s employment for Cause. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "“Territory" ” are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's ’s voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's ’s termination of Employee's ’s employment for Cause, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee Executive shall not engage in activities in the Territory either on EmployeeExecutive's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to EmployeeExecutive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of EmployeeExecutive's employment for Cause. Employee Executive and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" Paragraph are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such the territorial or time limitationslimitations in this Restated Agreement, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee Executive and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to EmployeeExecutive's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of EmployeeExecutive's employment for Cause, Employee Executive will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employeeexecutive, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee Executive or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year 1)year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), ) or the Company's termination of Employee's employment for Cause. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), ) or the Company's termination of Employee's employment for Cause, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. (a) Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's ’s own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change as specified in ControlSection 2.04(b), or for the Company's termination term of Employee's employment this Agreement unless terminated and if terminated then for Cause. that applicable period as specified in Section 2.04(c) hereof, Employee and the Company expressly declare that the territorial and time limitations contained in this Section 2.04 and the definition of "“Territory" ” are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. . (b) For a the applicable period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change specified in Control), or the Company's termination of Employee's employment for CauseSection 2.04(c) hereof, Employee will not not, without the express prior written approval of the Board Board, (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24twelve (12) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an any employee with respect to a future employment opportunity. (c) The periods applicable to Sections 2.04(a) and 2.04(b) above shall be as follows: (i) If the Employee shall be terminated for any reason other than for Cause, then for the period of time the Employee shall receive the “Severance Payment,” as defined in Section 5.02 hereof. (ii) If the Employee shall be terminated for Cause, or if the Employee shall voluntarily terminate his employment, then for a period of one (1) year from the date of termination.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1one(1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), ) or the Company's termination of Employee's employment for Cause. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" Territory are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), ) or the Company's termination of Employee's employment for Cause, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's employment for Cause. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdictionJurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's employment for Cause, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a a. letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's ’s own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's ’s employment for any reason or the expiration of the term of this Agreement; provided, that if the Employee has been terminated without Cause, the restriction in this sentence shall apply only during the Severance Period as defined in Section 4.01 below. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "“Territory" ” are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control), or the Company's termination of Employee's ’s employment for Causeany reason or the expiration of the term of this Agreement, Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24twelve (12) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an any employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control)Company, or the Company's termination of Employee's employment for Cause; provided, that the foregoing shall not apply if Employee is terminated for reasons other than Cause. It is understood and agreed that nothing in this Section 2.4 shall prevent the Employee from owning 5% or less of the outstanding equity of any competitor or owning any outstanding equity of any competitor so long as such shares are regularly traded on a recognized exchange or listed for trading on NASDAQ in the over the counter market. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control)Company, or the Company's termination of Employee's employment for Cause, or if this Agreement terminates after the end of the Initial Period (as defined), Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to 5 employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company; provided, that the foregoing shall not apply if Employee is terminated for reasons other than Cause. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Post-Employment Noncompetition Covenant. Except with the prior written consent of the Board, Employee shall not engage in activities in the Territory either on Employee's own behalf or that of any other business organization, which are in direct or indirect competition with the Company for a period of one (1) year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control)Company, or the Company's termination of Employee's employment for Cause; provided, that the foregoing shall not apply if Employee is terminated for reasons other than Cause. It is understood and agreed that nothing in this Section 2.4 shall prevent the Employee from owning 5% or less of the outstanding equity of any competitor or owning any outstanding equity of any competitor so long as such shares are regularly traded on a recognized exchange or listed for trading by NASDAQ in the over the counter market. Employee and the Company expressly declare that the territorial and time limitations contained in this Section and the definition of "Territory" are entirely reasonable at this time and are properly and necessarily required for the adequate protection of the business and intellectual property of the Company. If such territorial or time limitations, or any portions thereof, are deemed to be unreasonable by a court of competent jurisdiction, whether due to passage of time, change of circumstances or otherwise, Employee and the Company agree to a reduction of said territorial and/or time limitations to such areas and/or periods of time as said court shall deem reasonable. For a period of one year subsequent to Employee's voluntary withdrawal from employment with the Company (except for a termination pursuant to a Change in Control)Company, or the Company's termination of Employee's employment for Cause, or if this Agreement terminates after the end of the Initial Period (as defined), Employee will not without the express prior written approval of the Board (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, 5 supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four-(24four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any business organization in direct or indirect competition with the Company to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or the competitive business employs or seeks to employ such person) employed or retained by the Company; provided, that the foregoing shall not apply if Employee is terminated for reasons other than Cause. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.