Common use of Restriction on Competitive Employment Clause in Contracts

Restriction on Competitive Employment. (i) In consideration of the numerous mutual promises contained in this Agreement, including, without limitation, those involving the Confidential Information, compensation, termination and arbitration, and in order to protect the Confidential Information and to reduce the likelihood of irreparable damage that would occur in the event such information is provided to or used by a competitor of the Company, during the Employment Term and, for a period of six months following the Termination Date in the case of a (x) termination by the Company for Cause, (y) a termination due to Disability or (z) a termination by the Executive other than for Good Reason (the "Non-Competition Period"), absent the Company's prior written approval, the Executive shall not, as an owner, part-owner, shareholder, partner, director, trust manager, trustee, principal, agent, employee, consultant, member, contractor or otherwise, within the United States, directly or indirectly engage or participate in activities relating to, or render services to or invest in any firm or business engaged or about to become engaged in, the Business. (ii) Notwithstanding the foregoing, the Executive may make passive investments in an enterprise engaged in the Business, the shares of ownership of which are publicly traded, if the Executive's investment constitutes less than 2% of the total equity of such enterprise. (iii) If, during any period within the Non-Competition Period, the Executive is not in compliance with the terms of this Section 9(b), the Company shall be entitled to, among other remedies, compliance by the Executive with the terms of this Section 9(b) for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Non-Competition Period" shall also include this additional period. The Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9(b) are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company.

Restriction on Competitive Employment. (i) In consideration of the numerous mutual promises contained in this Agreement, including, without limitation, those involving the Confidential Information, compensation, termination and arbitration, and in order to protect the Confidential Information and to reduce the likelihood of irreparable damage that would occur in the event such information is provided to or used by a competitor of the Company, during the Employment Term and, for a period of six 12 months following the Termination Date in the case of a (x) termination by the Company for Cause, (y) a termination due to Disability or (z) a termination by the Executive other than for Good Reason (the "Non-Competition Period"), absent the Company's prior written approval, the Executive shall not, as an owner, part-owner, shareholder, partner, director, trust manager, trustee, principal, agent, employee, consultant, member, contractor or otherwise, within the United StatesTerritories, directly or indirectly engage or participate in activities relating to, or render services to or invest in any firm or business engaged or about to become engaged in, the Business. (ii) Notwithstanding the foregoing, the Executive may make passive investments in an enterprise engaged in the Business, Business the shares of ownership of which are publicly traded, traded if the Executive's investment constitutes less than 2% of the total equity of such enterprise. (iii) If, during any period within the Non-Competition Period, the Executive is not in compliance with the terms of this Section 9(b), the Company shall be entitled to, among other remedies, compliance by the Executive with the terms of this Section 9(b) for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Non-Competition Period" shall also include this additional period. The Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 9(b) are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. (iv) The provisions of this Section 9(b) shall survive the termination of the Executive's employment for the duration of the Non-Competition Period. (v) The Company and the Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 9(b) are fair and reasonable in light of all of the facts and circumstances of the relationship between the Executive and the Company; however, the Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 9(b), the Company and the Executive agree that in the event a court should decline to enforce any provision of this Section 9(b), that this Section 9(b) shall be deemed to be modified or reformed to restrict the Executive's competition with the Company or its affiliates to the maximum extent, as to time, geography and business scope, that the court shall find enforceable; provided, however, in no event shall the provisions of this Section 9(b) be deemed to be more restrictive to the Executive than those contained herein.