Common use of Restricted Activity Clause in Contracts

Restricted Activity. (a) During the period that Executive is employed by Company, and for the period twelve months after the Termination Date (the “Non-Competition Period”), Executive shall not, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner (collectively, “Be Involved With”), including, without limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business (defined below); provided, however, that ownership of 4.9% or less of the stock or other securities of a corporation, the stock of which is listed on a national securities exchange or otherwise publicly traded shall not constitute a breach of this Section 5, so long as Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged in prohibited activities with, such corporation. Notwithstanding the foregoing, Executive may Be Involved With an entity (including its affiliates), twenty percent (20%) or more of the business of which is not in material competition with Company but that engages in some business (“Limited Business”) substantially similar to the whole, or at least twenty percent (20%) of the business conducted by Company, provided, however, that Executive in not personally involved in the day to day operations of the Limited Business, and the Limited Business either does not report to Executive or, if it does, it is less than twenty percent (20%) of the business that reports to Executive, and Executive complies with Sections 5.2(c) and 5.3. The foregoing is not intended to limit Executive’s ability as an outside vendor to provide goods or services of a non-competitive nature to any entity or person. (b) For purposes of this Section 5.2, the term “Competing Business” shall mean any business or venture which is substantially similar to the whole, or any part of the business that is at least twenty percent (20%) of, the business conducted by Company (prior to any Change in Control of Company), and which is in material competition with Company, and the term “affiliate” of any person or entity shall mean any other person or entity directly or indirectly controlling, controlled by or under common control with such particular person or entity, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person or entity whether through the ownership of voting securities, contract, or otherwise.

Restricted Activity. (a) During the period that Executive is employed by the Company, and for the period twelve months after the Termination Date (the “Non-Competition Period”), Executive shall not, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner (collectively, “Be Involved With”), including, without limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business (defined below); provided, however, that ownership of 4.9% or less of the stock or other securities of a corporation, the stock of which is listed on a national securities exchange or otherwise publicly traded shall not constitute a breach of this Section 5, so long as the Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged in prohibited activities with, such corporation. Notwithstanding the foregoing, Executive may Be Involved With an entity (including its affiliatesAffiliates), twenty percent (20%) or more of the business of which is not in material competition with the Company but that engages in some business (“Limited Business”) substantially similar to the whole, or at least twenty percent (20%) of the business conducted by the Company, provided, however, that Executive in not personally involved in the day to day operations of the Limited Business, and the Limited Business either does not report to Executive or, if it does, it is less than twenty percent (20%) of the business that reports to Executive, and the Executive complies with Sections 5.2(c) and 5.3. The foregoing is not intended to limit Executive’s ability as an outside vendor to provide goods or services of a non-competitive nature to any entity or person. (b) For purposes of this Section 5.2, the term “Competing Business” shall mean any business or venture which is substantially similar to the whole, or any part of the business that is at least twenty percent (20%) of, the business conducted by Company (prior to any Change in Control of the Company), and which is in material competition with the Company, and the term “affiliateAffiliate” of any person or entity shall mean any other person or entity directly or indirectly controlling, controlled by or under common control with such particular person or entity, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person or entity whether through the ownership of voting securities, contract, or otherwise.