Prohibition Against Certain Activities. The Optionee agrees that (a) he will not at any time during his employment (other than in the course of his employment) with the Corporation or any Affiliate thereof, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his own or any other person's account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his employment with, or other performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and he shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he will not for three years following the Termination directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation or any Affiliate thereof, (c) he will not at any time during his employment with, or performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate of the Corporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoing, and (d) he will not breach the provisions of Section 6.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 being herein referred to as a "Prohibited Activity").
Appears in 3 contracts
Samples: Stock Option Agreement (Gulfstream Aerospace Corp), Stock Option Agreement (Gulfstream Aerospace Corp), Stock Option Agreement (Gulfstream Aerospace Corp)
Prohibition Against Certain Activities. The Optionee agrees You agree that (a) he you will not at any time during his your employment (other than in the course of his your employment) with the Corporation Company or any Affiliate thereof, or after any Terminationtermination of employment, directly or indirectly disclose or furnish to any other person or use for his your own or any other person's ’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his your employment with, or other performance of services for (including service as a director of), the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee you may have acquired such knowledge or information, and he you shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he you will not at any time during your employment with the Company or any Affiliate thereof, or for three (3) years following the Termination any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation Company or any Affiliate thereof, (c) he you will not at any time during his your employment with, or performance of services for (including service as a director of), the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, or after any Terminationtermination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect be expected to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he you will not breach the provisions of Section 6.1 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 8.1 being herein referred to as a "“Prohibited Activity"”).
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Community Health Systems Inc), Non Qualified Stock Option Agreement (Community Health Systems Inc), Nonqualified Stock Option Agreement (Community Health Systems Inc)
Prohibition Against Certain Activities. The Optionee Employee agrees that (a) he the Employee will not at any time during his the Employee's employment (other than in the course of his such employment) with the Corporation Company or any Affiliate thereof, or after any a Termination, directly or indirectly disclose or furnish to any other person Person or use for his the Employee's own or any other personPerson's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during the course of his Employee's employment with, or other performance of services for (including service as a director of)for, the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee Employee may have acquired such knowledge or information, and he the Employee shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he the Employee is Terminated, he the Employee will not for three years following the such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Corporation or any Affiliate thereofCompany, (c) he the Employee will not not, at any time during his the Employee's employment with, or performance of services for (including service as a director of), with the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, or after any a Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he the Employee might reasonably expect to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Employee will not breach the provisions of Section 6.1 2.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 7.1 3.1 being herein referred to as a "Prohibited Activity").
Appears in 2 contracts
Samples: Stockholder's Agreement (Yankee Candle Co Inc), Stockholder's Agreement (Forstmann Little & Co Sub Debt & Equ MGMT Buyout Part Vi Lp)
Prohibition Against Certain Activities. The Optionee Stockholder agrees that (a) he will not at any time during his employment (other than in the course of his employment) with the Corporation or any Affiliate affiliate thereof, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his own or any other person's account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his employment with, or other performance of services for (including service as a director of)for, the Corporation or any Affiliate affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee Stockholder may have acquired such knowledge or information, and he shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates affiliates and the successors and assigns of any of them, (b) if he is Terminated, he will not for three years following the Termination directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation or any Affiliate affiliate thereof, (c) he will not at any time during his employment with, or performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any Termination, Termination publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate affiliate of the Corporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Stockholder will not breach the provisions of Section 6.1 2.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 3.1 being herein referred to as a "Prohibited Activity").
Appears in 1 contract
Prohibition Against Certain Activities. The Optionee agrees You agree that (a) he you will not at any time during his your employment (other than in the course of his your employment) with the Corporation or any Affiliate thereof, or after any Terminationtermination of employment, directly or indirectly disclose or furnish to any other person or use for his your own or any other person's ’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his your employment with, or other performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee you may have acquired such knowledge or information, and he you shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he you will not at any time during your employment with the Corporation or any Affiliate thereof, or for three (3) years following the Termination any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation or any Affiliate thereof, (c) he you will not at any time during his your employment with, or performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any Terminationtermination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect be expected to become public) critical of the Corporation or any Affiliate of the Corporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he you will not breach the provisions of Section 6.1 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 8.1 being herein referred to as a "“Prohibited Activity"”).
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Community Health Systems Inc)
Prohibition Against Certain Activities. The Optionee Employee agrees that (a) he the Employee will not not, at any time during his the Employee's employment (other than in the course of his such employment) with the Corporation Company or any Affiliate thereof, thereof or after any a Termination, directly or indirectly disclose or furnish to any other person Person or use for his the Employee's own or any other personPerson's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during in the course of his the Employee's employment with, or other performance of services for (including service as a director of)for, the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee Employee may have acquired such knowledge or information, and he the Employee shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he the Employee is Terminated, he the Employee will not for three years 18 months following the such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Corporation Company (other than such Employee's secretary or any Affiliate thereofadministrative assistant), (c) he the Employee will not not, at any time during his the Employee's employment with, or performance of services for (including service as a director of), with the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, or after any a Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he the Employee might reasonably expect to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Employee will not breach the provisions of Section 6.1 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 7.1 4.1 being herein referred to as a "Prohibited Activity").
Appears in 1 contract
Samples: Stockholder's Agreement (Community Health Systems Inc/)
Prohibition Against Certain Activities. The Optionee Employee agrees that (a) he the Employee will not not, at any time during his the Employee's employment (other than in the course of his such employment) with the Corporation Company or any Affiliate thereof, thereof or after any a Termination, directly or indirectly disclose or furnish to any other person Person or use for his the Employee's own or any other personPerson's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during the course of his Employee's employment with, or other performance of services for (including service as a director of)for, the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee Employee may have acquired such knowledge or information, and he the Employee shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he the Employee is Terminated, he the Employee will not for three years following the such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Corporation Company or any Affiliate thereof, (c) he the Employee will not not, at any time during his the Employee's employment with, or performance of services for (including service as a director of), with the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, or after any a Termination, publish any statement or make any statement (under circumstances reasonably likely to become public or that he the Employee might reasonably expect to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Employee will not breach the provisions of Section 6.1 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 7.1 4.1 being herein referred to as a "Prohibited Activity").
Appears in 1 contract
Prohibition Against Certain Activities. The Optionee agrees that (a) he the Optionee will not at any time during his or her employment (other than in the course of his or her employment) with the Corporation or any Affiliate thereof, or after any Terminationtermination of employment, directly or indirectly disclose or furnish to any other person or use for his the Optionee’s own or any other person's ’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his or her employment with, or other performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and he the Optionee shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he the Optionee will not at any time during his or her employment with the Corporation or any Affiliate thereof, or for three (3) years following the Termination any termination of employment, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation or any Affiliate thereof, (c) he the Optionee will not at any time during his or her employment with, or performance of services for (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, or after any Terminationtermination of employment, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate of the Corporation, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Optionee will not breach the provisions of Section 6.1 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 8.1 being herein referred to as a "“Prohibited Activity"”).
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Community Health Systems Inc)
Prohibition Against Certain Activities. The Optionee agrees You agree that (a) he you will not at any time during his your employment or your service as a member of the Board (other than in the course of his employmentyour employment or Board service) with the Corporation Company or any Affiliate thereof, or after any Terminationtermination of employment or service as a member of the Board, directly or indirectly disclose or furnish to any other person or use for his your own or any other person's ’s account any confidential or proprietary knowledge or any other information which is not a matter of public knowledge obtained during the course of his your employment with, or other performance of services for (including service as a director of), the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee you may have acquired such knowledge or information, and he you shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he is Terminated, he you will not at any time during your employment or service as a member of the Board with the Company or any Affiliate thereof, or for three (3) years following any termination of employment or service as a member of the Termination Board, directly or indirectly solicit for employment, including, without limitation, recommending to any subsequent employer the solicitation for employment of, any person who at the time of the solicitation is employed by the Corporation Company or any Affiliate thereof, (c) he you will not at any time during his your employment with, or performance of services for (including service as a director of), the Corporation Company or any Affiliate thereof or after any predecessor termination of any employment or service as a member of the foregoing, or after any TerminationBoard, publish any statement or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect be expected to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he you will not breach the provisions of Section 6.1 9 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 8.1 being herein referred to as a "“Prohibited Activity"”).
Appears in 1 contract
Prohibition Against Certain Activities. The Optionee agrees that (a) he the Optionee will not at any time during his employment (a) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (other than in the course of his employment) the Optionee’s employment with the Corporation Company or any Affiliate thereofof its subsidiaries, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his own if the Optionee is an employee of the Company or any other person's account any confidential or proprietary knowledge or any other information which is not of its subsidiaries) except for Permitted Disclosures (a matter of public knowledge obtained during the course of his employment with, or other performance of services for (including service as a director of“Prohibited Disclosure”), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and he shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he commit a breach of the provisions of Section 7.1 (a “Prohibited Transfer”), (c) publish or make any disparaging statements about the Company, any Affiliate of the Company or any of their directors, officers or employees, under circumstances where it is Terminatedreasonably foreseeable that the statement will be made public, he will not for three years following the Termination (d) directly or indirectly solicit for employment, including, including without limitation, recommending to any subsequent employer the solicitation for employment of, or hire any person who at the time employee of the solicitation is employed by the Corporation Company or any Affiliate thereof, or (ce) he will not at directly or indirectly, on behalf of himself or herself or on behalf of any time during his employment withother person, firm, partnership, corporation, association or performance of services for other entity, (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of i) call upon any of the foregoingcustomers or clients of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) for the purpose of soliciting or providing any product or service similar to that provided by the Company or its Affiliates, or after any Termination, publish any statement (ii) divert or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate of the Corporationtake away, or in any way adversely affecting attempt to divert or otherwise maligning the business or reputation of take away any of the foregoingcustomers, and clients, business or patrons of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company); provided, that the foregoing clauses (d) he will not breach and (e) (each, a “Prohibited Solicitation”) shall expire on the provisions second anniversary of Section 6.1 hereof (any activity described in clause (a), (b), (c) or (d) of this Section 7.1 being herein referred to as a "Prohibited Activity"the Relevant Date).
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Avantor, Inc.)
Prohibition Against Certain Activities. The Optionee Employee agrees that (a) he the Employee will not at any time during his the Employee's employment (other than in the course of his such employment) with the Corporation Company or any Affiliate thereof, or after any a Termination, directly or indirectly disclose or furnish to any other person Person or use for his the Employee's own or any other personPerson's account any confidential or proprietary knowledge or information or any other information which is not a matter of public knowledge and which was obtained during in the course of his the Employee's employment with, or other performance of services for (including service as a director of)for, the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee Employee may have acquired such knowledge or information, and he the Employee shall retain all such knowledge and information in trust for the benefit of the CorporationCompany, its Affiliates and the successors and assigns of any of them, (b) if he the Employee is Terminated, he the Employee will not for three years 18 months following the such Termination directly or indirectly solicit for employment, including, including without limitation, limitation recommending to any subsequent employer the solicitation for employment of, any person who at the time employee of the solicitation is employed by the Corporation Company (other than such Employee's secretary or any Affiliate thereofadministrative assistant), (c) he the Employee will not at any time during his the Employee's employment with, or performance of services for (including service as a director of), with the Corporation Company or any Affiliate thereof or any predecessor of any of the foregoing, or after any Termination, a Termination publish any statement or make any statement (under circumstances reasonably likely to become public or that he the Employee might reasonably expect to become public) critical of the Corporation Company or any Affiliate of the CorporationCompany, or in any way adversely affecting or otherwise maligning the business or reputation of any of the foregoingforegoing entities, and (d) he the Employee will not breach the provisions of Section 6.1 3.1 hereof (any activity described in prohibited by clause (a), (b), (c) or (d) of this Section 7.1 4.1 being herein referred to as a "Prohibited Activity").
Appears in 1 contract
Samples: Stockholder's Agreement (Community Health Systems Inc/)
Prohibition Against Certain Activities. The Optionee agrees that (a) he that, to the extent permitted by applicable law, the Optionee will not at any time during his employment (a) disclose or furnish to any other Person or use for the Optionee’s own or any other Person’s account any Confidential or Proprietary Information (as defined in the Plan) (other than in the course of his employment) the Optionee’s employment with the Corporation Company or any Affiliate thereofof its subsidiaries, or after any Termination, directly or indirectly disclose or furnish to any other person or use for his own if the Optionee is an employee of the Company or any other person's account any confidential or proprietary knowledge or any other information which is not of its subsidiaries) except for Permitted Disclosures (as defined in the Plan) (a matter of public knowledge obtained during the course of his employment with, or other performance of services for (including service as a director of“Prohibited Disclosure”), the Corporation or any Affiliate thereof or any predecessor of any of the foregoing, no matter from where or in what manner the Optionee may have acquired such knowledge or information, and he shall retain all such knowledge and information in trust for the benefit of the Corporation, its Affiliates and the successors and assigns of any of them, (b) if he commit a breach of the provisions of Section 7.1 (a “Prohibited Transfer”), (c) publish or make any disparaging statements about the Company, any Affiliate of the Company or any of their directors, officers or employees, under circumstances where it is Terminatedreasonably foreseeable that the statement will be made public, he will not except for three years following the Termination Permitted Disclosures, (d) directly or indirectly solicit for employment, including, including without limitation, recommending to any subsequent employer the solicitation for employment of, or hire any person who at the time employee of the solicitation is employed by the Corporation Company or any Affiliate thereof, (ce) he will not at directly or indirectly, on behalf of himself or herself or on behalf of any time during his employment withother person, firm, partnership, corporation, association or performance of services for other entity, (including service as a director of), the Corporation or any Affiliate thereof or any predecessor of i) call upon any of the foregoingcustomers or clients of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) for the purpose of soliciting or providing any product or service similar to that provided by the Company or its Affiliates, or after any Termination, publish any statement (ii) divert or make any statement (under circumstances reasonably likely to become public or that he might reasonably expect to become public) critical of the Corporation or any Affiliate of the Corporationtake away, or in any way adversely affecting attempt to divert or otherwise maligning the business or reputation of take away any of the foregoingcustomers, and clients, business or patrons of the Company or its Affiliates (or potential customers or clients whose business the Optionee solicited on behalf of the Company or its Affiliates or about whose needs the Optionee gained information during his or her employment or business relationship with the Company) or (f) engage in any Competitive Activity; provided, that the foregoing clauses (d) he will not breach and (e) (each, a “Prohibited Solicitation”) shall expire on the provisions second anniversary of Section 6.1 hereof the Relevant Date (any activity described as defined in the Plan) and the foregoing clause (a), (b), (cf) or (d) shall expire on the first anniversary of this Section 7.1 being herein referred to as a "Prohibited Activity")the Relevant Date.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Avantor, Inc.)