Common use of RESTRICTIONS DURING EMPLOYMENT Clause in Contracts

RESTRICTIONS DURING EMPLOYMENT. 8.1 Save as permitted under Clause 8.2, the Executive shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business other than that of the Company and shall not engage in any other activity which the Company reasonably considers may impair his ability to perform his duties under this Agreement. 8.2 The Executive may: (a) hold a Permitted Interest; and/or (b) carry on or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on the basis of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities; (ii) obtained the prior written consent of the Board, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and the Company shall have the right to reconsider the consent or the terms if it reasonably considers that it is in the interests of the Company to do so; and (iii) if required by the Company at any time, provide full details of such hours as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998. 8.3 The Executive shall not during the Appointment (save in a purely social capacity or with the prior written consent of the Board) make any contact, whether formal or informal, written or oral, with any of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company. 8.4 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Executive, is an employee or a prospective employee of the Company; or (b) employ or procure another person to employ any such person. 8.5 The restrictions set out in this Clause 8 are without prejudice to any other fiduciary duties owed to the Company whether express or implied.

RESTRICTIONS DURING EMPLOYMENT. 8.1 Save as permitted under Clause 8.2, the Executive shall not 12.1 The Appointee covenants that during the Appointment carry on or be concernedcontinuance of this Agreement he will not: (a) engage, engaged or interested directly or indirectly (whether as principaldirector, shareholderofficer, employee, consultant, partner, employee, officerprincipal, agent or otherwise) , or be concerned or interested, whether directly or indirectly, in any trade other business of a similar nature to or competitive with any business other than that carried on by the Company or any Associated Company or which is a supplier or customer of the Company or any Associated Company in relation to its goods or services, provided that nothing in this clause 12 will preclude the Appointee from holding or being otherwise interested in any shares or other securities of any company which are for the time being quoted on any stock exchange so long as the interest of the Appointee in such shares or other securities does not extend to more than three (3) per cent of the total amount of such shares or securities; (b) directly or indirectly receive or obtain in respect of any goods or services sold or purchased or other business transacted (whether or not by him) by or on behalf of the Company or any Associated Company any discount, rebate, commission or other inducement (whether in cash or in kind) and shall if he or any firm or company in which he is interested, whether as director, officer, employee, consultant, partner, principal or agent, (if a company) as the holder (directly or indirectly) of any shares, debentures or other securities extending to more than three (3) per cent of the total amount of such shares, debentures or securities, will obtain any such discount, rebate, commission or inducement, he will immediately account to the Company for the amount received by him (or a due proportion of the amount received by such firm or company having regard to the extent of his interest therein); and (c) at any time during the continuance of this Agreement speak in public, take part in any radio or television programme or write any letter or article for publication on any matter connected with or relating to the business of the Company or any Associated Company without first obtaining the approval of the Board. 12.2 Subject to the express terms of this Agreement, while an employee of the Company, the Appointee will devote his full-time efforts to the Company’s business and will not engage in any other business activity which that conflicts with his duties to the Company. The Appointee will advise the Chief Executive Officer or his or her nominee at such time as any activity of either the Company reasonably considers may impair his ability or another business presents to perform his duties under this Agreement. 8.2 The Executive may: (a) hold the Appointee with a Permitted Interest; and/or (b) carry on or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on the basis conflict of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities; (ii) obtained the prior written consent of the Board, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and the Company shall have the right to reconsider the consent interest or the terms if it reasonably considers that it is in the interests appearance of the Company to do so; and (iii) if required by the Company at any time, provide full details a conflict of such hours interest as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998. 8.3 The Executive shall not during the Appointment (save in a purely social capacity or with the prior written consent of the Board) make any contact, whether formal or informal, written or oral, with any of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company. 8.4 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Executive, is an employee or a prospective employee of the Company; or (b) employ or procure another person to employ any such person. 8.5 . The restrictions set out in this Clause 8 are without prejudice to any other fiduciary duties owed to Appointee will take whatever action as requested by the Company whether express to resolve any conflict or impliedappearance of conflict which the Company finds to exist.

RESTRICTIONS DURING EMPLOYMENT. 8.1 9.1 Save as permitted under Clause 8.29.2, the Executive shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business other than that of the Company and shall not engage in any other activity which the Company reasonably considers may impair his ability to perform his duties under this Agreement. 8.2 9.2 The Executive may: (a) assume one non-executive directorship role outside the Group provided that it does not conflict with his duties under the Appointment and retain any associated fees. (b) hold a Permitted Interest; and/or (bc) carry on or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on the basis of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities; (ii) obtained the prior written consent of the Board, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and the Company shall have the right to reconsider the consent or the terms if it reasonably considers that it is in the interests of the Company to do so; and (iii) if required by the Company at any time, provide full details of such hours as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998. 8.3 The Executive shall not during the Appointment (save in a purely social capacity or with the prior written consent of the Board) make any contact, whether formal or informal, written or oral, with any of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company. 8.4 9.3 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Executive, is an employee or a prospective employee of the Company; or (b) employ or procure another person to employ any such person. 8.5 9.4 The restrictions set out in this Clause 8 9 are without prejudice to any other fiduciary duties owed to the Company whether express or implied.

RESTRICTIONS DURING EMPLOYMENT. 8.1 Save 14.1 Except as permitted under Clause 8.2provided in clause 14.4, the Executive shall not during his employment with the Appointment carry on Company and warrants to the Company that as at the date of this agreement he is not (save as a representative of the Company or with the prior written approval of the Chief Executive Officer) whether directly or indirectly, paid or unpaid, be concerned, engaged or interested directly concerned in the conduct of, be or indirectly (whether as principalbecome an employee, shareholderagent, partner, employee, officer, agent consultant or otherwise) in director of or assist or have any trade or business other than that of the Company and shall not engage financial interest in any other activity actual or prospective business or profession which is similar to or in competition with the business carried on by any Group Company or which may reasonably be thought by the Company reasonably considers may impair his ability to perform his duties under this Agreement. 8.2 The Executive may: (a) hold a Permitted Interest; and/or (b) carry on interfere, conflict or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on compete with the basis proper performance of the utmost good faithExecutive’s obligations to the Group. Except as provided in clause 14.4, full particulars the Executive may not hold any office as a director or chairman of its nature and of the likely demands it will make on his time and abilities; (ii) obtained another company without the prior written consent of the BoardCompany. In any event, which consent the Executive may not be given subject to such terms the chairman of a FTSE 100 company or conditions as it may decide (each of which shall be considered to be a term non-executive director of this Agreement) and the Company shall have the right to reconsider the consent or the terms if it reasonably considers that it is in the interests of the Company to do so; and (iii) if required by the Company at any time, provide full details of more than one such hours as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998company. 8.3 14.2 The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange provided that any such holding shall not during the Appointment (save in a purely social capacity or with the prior written consent exceed one per cent of the Board) make any contact, whether formal or informal, written or oral, with any issued share capital of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings company concerned and is held by way of bona fide investment only (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company“Investment”). 8.4 14.3 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour disclose to entice away from the Company an actual employee, or discourage from being employed by the Company any person whomatters relating to his spouse or civil partner (or anyone living as such), their children, stepchildren, parents or any trust or firm whose affairs or actions he controls which, if they applied to the knowledge of the Executive, would contravene clauses 14.1 or 14.2 to the extent that he has actual knowledge of such matters. 14.4 The Executive is an employee or presently a prospective employee director serving on the board of directors of Caucasus Protected Area Fund, a not-for-profit corporation. The Company agrees that the Executive may serve in such capacity until as otherwise notified, provided that such position will not distract him from attention to the Company; or (b) employ or procure another person to employ ’s business, and any such person. 8.5 The restrictions set out and all out-of-town meetings, travel and related activities will be described in this Clause 8 are without prejudice to any other fiduciary duties owed advance email to the Company whether express Chief Executive Officer of VMI and will be conducted on the Executive’s own time, using whole or impliedpartial vacation days as necessary.

RESTRICTIONS DURING EMPLOYMENT. 8.1 1.1 Save as permitted under Clause 8.2paragraph 2 of this Schedule 4, the Executive Employee shall not during the Appointment carry on or be concerned, engaged or interested directly or indirectly (whether as principal, shareholder, partner, employee, officer, agent or otherwise) in any trade or business other than that of the Company and shall not engage in any other activity which the Company reasonably considers may impair his ability to perform his duties under this AgreementCompany. 8.2 1.2 The Executive Employee may: (a) hold a Permitted Interest; and/or (b) carry on or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on the basis of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities;; and (ii) obtained the prior written consent of the BoardCompany, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and the Company shall have the right to reconsider the consent or the terms if it reasonably considers that it is in the interests of the Company to do so; and. (iiic) if required by retain a directorship in Insight Strategy Management Limited during the Company at any time, provide full details of such hours as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998probationary period identified in Clause 2.1. 8.3 1.3 The Executive shall not during the Appointment (save in a purely social capacity or with the prior written consent of the Board) make any contact, whether formal or informal, written or oral, with any of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company. 8.4 The Executive Employee shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the ExecutiveEmployee, is an employee or a prospective employee of the Company; or (b) employ or procure another person to employ any such person. 8.5 1.4 The restrictions set out Employee shall not, other than in this Clause 8 are without prejudice the proper cause of his duties and for the benefit of the Company, directly or indirectly, to any other fiduciary duties owed member of the press or broadcasting media or via electronic bulletin board make any statements (whether written or oral) on matters concerning the Company's business or affairs or those of any client of the Company, or in any way referring to his position in the Company, or using the Company's address, without the prior written permission of the Company. 1.5 The Employee undertakes to promptly inform the Company whether express if his spouse, partner or implieda close relative with whom he is living is engaged or employed by any competitor of the Company.

RESTRICTIONS DURING EMPLOYMENT. 8.1 Save as permitted under Clause 8.2, the Executive shall not 12.1 The Appointee covenants that during the Appointment carry on or be concernedcontinuance of this Agreement he will not: (a) engage, engaged or interested directly or indirectly (whether as principaldirector, shareholderofficer, employee, consultant, partner, employee, officerprincipal, agent or otherwise) , or be concerned or interested, whether directly or indirectly, in any trade other business of a similar nature to or competitive with any business carried on by the Company or any Associated Company or which is a supplier or customer of the Execution Copy Company or any Associated Company in relation to its goods or services, provided that nothing in this clause 12 will preclude the Appointee from holding or being otherwise interested in any shares or other securities of any company which are for the time being quoted on any stock exchange so long as the interest of the Appointee in such shares or other securities does not extend to more than that three (3) per cent of the total amount of such shares or securities; (b) directly or indirectly receive or obtain in respect of any goods or services sold or purchased or other business transacted (whether or not by him) by or on behalf of the Company or any Associated Company any discount, rebate, commission or other inducement (whether in cash or in kind) and shall if he or any firm or company in which he is interested, whether as director, officer, employee, consultant, partner, principal or agent, (if a company) as the holder (directly or indirectly) of any shares, debentures or other securities extending to more than three (3) per cent of the total amount of such shares, debentures or securities, will obtain any such discount, rebate, commission or inducement, he will immediately account to the Company for the amount received by him (or a due proportion of the amount received by such firm or company having regard to the extent of his interest therein); and (c) at any time during the continuance of this Agreement speak in public, take part in any radio or television programme or write any letter or article for publication on any matter connected with or relating to the business of the Company or any Associated Company without first obtaining the approval of the Board. 12.2 Subject to the express terms of this Agreement, while an employee of the Company, the Appointee will devote his full-time efforts to the Company’s business and will not engage in any other business activity which that conflicts with his duties to the Company. The Appointee will advise the Chief Operating Officer or his or her nominee at such time as any activity of either the Company reasonably considers may impair his ability or another business presents to perform his duties under this Agreement. 8.2 The Executive may: (a) hold the Appointee with a Permitted Interest; and/or (b) carry on or be concerned, engaged or interested in any other trade or business if he shall have: (i) provided, on the basis conflict of the utmost good faith, full particulars of its nature and of the likely demands it will make on his time and abilities; (ii) obtained the prior written consent of the Board, which consent may be given subject to such terms or conditions as it may decide (each of which shall be considered to be a term of this Agreement) and the Company shall have the right to reconsider the consent interest or the terms if it reasonably considers that it is in the interests appearance of the Company to do so; and (iii) if required by the Company at any time, provide full details a conflict of such hours interest as he may spend on its business to enable the Company to comply with the requirements of the Working Time Regulations 1998. 8.3 The Executive shall not during the Appointment (save in a purely social capacity or with the prior written consent of the Board) make any contact, whether formal or informal, written or oral, with any of the Company's past, current or prospective suppliers, customers or clients with whom the Executive has had business dealings (directly or indirectly) for any purpose (including but not limited to an intention to set up a competing business or to seek employment) other than for the legitimate business interests of the Company. 8.4 The Executive shall not during the Appointment either on his own behalf or on behalf of any person, firm or company: (a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to the knowledge of the Executive, is an employee or a prospective employee of the Company; or (b) employ . The Appointee will take whatever action as requested by the Company to resolve any conflict or procure another person appearance of conflict which the Company finds to employ any such personexist. 8.5 The restrictions set out 12.3 Save as above, it is hereby agreed and acknowledged by the Parties that the holding by Xxxx Xxxxxx of shares in each of Monitcom Limited, Minorplanet Systems Plc and Fleettrak 24/7 LLC will not constitute a breach of the provisions of this Clause 8 are without prejudice to any other fiduciary duties owed to the Company whether express or impliedclause 12.