Restrictive Covenant Obligations. The Executive acknowledges and agrees that a condition to receipt of the Severance Benefits is the Executive’s compliance, including continued future compliance, with the Restrictive Covenants set forth in Exhibit B to the Letter Agreement, including confidentiality and loyalty, non-competition, non-solicitation, and non-disparagement, the terms of which are incorporated herein. Notwithstanding anything herein, if the Executive breaches any of the provisions of the Restrictive Covenants set forth in Exhibit B to the Letter Agreement, all Severance Benefits shall immediately cease and the Company and the Employer shall have the right to terminate or recoup the Severance Benefits previously provided. Notwithstanding anything herein to the contrary, nothing in this Agreement, the Plan or Exhibit B to the Letter Agreement shall be interpreted or applied to prohibit the Executive from making any good faith report to any governmental agency or other governmental entity concerning any acts or omissions that the Executive may believe to constitute a possible violation of federal or state law or making other disclosures that are protected under the whistleblower provisions of applicable federal or state law or regulation.
Restrictive Covenant Obligations. You acknowledge and agree that you will be subject to the Company’s existing policies regarding confidentiality, non-disclosure, non-use, non-competition, non-solicitation or other covenants pursuant to the terms of that certain Confidentiality and Nondisclosure Agreement with the Company, which shall be executed prior to the Effective Date (the “Covenant Agreement”). Notwithstanding any provision in this Agreement, the Covenant Agreement or otherwise to the contrary, nothing in this Agreement, the Covenant Agreement or otherwise precludes or otherwise limits your ability to (A) communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosed by applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any Government Agency or self-regulatory organizations, provided that, if permissible by law, you provide the Company with prior notice of the contemplated disclosure and cooperate with the Company in seeking a protective order or other appropriate protection of such information. The Company may not retaliate against you for any of these activities.
Restrictive Covenant Obligations. Consultant acknowledges and agrees that Consultant is bound by the restrictive covenants set forth in the Separation Agreement.
Restrictive Covenant Obligations. Nothing in this Agreement shall limit Dx. Xxxxxxx’x obligations under the Restrictive Covenants Agreement, including, without limitation, the post-employment restricted periods as provided for in Section 8 (“Non-Competition and Non-Solicitation”), to which Dx. Xxxxxxx acknowledges he is subject as a result of the Retirement. In addition, Dx. Xxxxxxx acknowledges that his obligations under the Restrictive Covenants Agreement shall continue in effect during the Contractor Engagement as if Dx. Xxxxxxx’x performance of the Services were to constitute employment for purposes of the Restrictive Covenants Agreement, including, without limitation, with respect to Section 1 (“Proprietary Information”), Section 2 (“Recognition of Company’s Rights”), Section 4 (“Commitment to Company; Avoidance of Conflict of Interest”) and Section 5 (“Developments”); provided that the running of the one (1) year post-employment restricted period as provided for in Section 8 (“Non-Competition and Non-Solicitation”) shall begin on the Retirement Date. For purposes of this Agreement, the obligations in this Section 4 and under the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations”.
Restrictive Covenant Obligations. (a) Subject to Section 8 of this Agreement, you reaffirm and agree that you remain bound by Sections 15(b) through (f), 16, and 17 of your Employment Agreement, which are incorporated herein by reference.
Restrictive Covenant Obligations. Employee reaffirms that Employee will abide by the confidentiality obligations in Section 7 of the Executive Employment Agreement between the parties dated as of January 2, 2019 (the "Employment Agreement"); the non-competition, non-solicitation and non-interference obligations in Section 8 of the Employment Agreement; the intellectual property obligations in Section 13 of the Employment Agreement; and the security and exit obligations in Section 14 of the Employment Agreement (collectively, the "Restrictive Covenant Obligations"). Employee agrees that the Restrictive Covenant Obligations are reasonable as to their terms and are fully enforceable against him. Employee represents and agrees that Employee has not to-date breached any of the Restrictive Covenant Obligations.
Restrictive Covenant Obligations. In executing this Agreement, Executive hereby reaffirms her confidentiality, non-solicitation and other obligations set forth in the Employment Agreement, Director Services Agreement and Confidentiality Agreement (as defined in Section 6 of the Employment Agreement). Executive’s obligations under this Section 4 constitute material ongoing obligations and provide actual and necessary benefit to the Parent, the Subsidiary and their affiliated companies during the Severance Compensation Period.
Restrictive Covenant Obligations. Consultant hereby covenants and agrees as follows:
a. During the period beginning on the Effective Date and ending on December 31, 2016 (the “Restricted Period”), Consultant shall not, directly or indirectly, become engaged in any business or activity (including, without limitation, as an employee, director, consultant, officer, or other service provider) that is in competition with any services or products sold by, or any business or activity engaged in by, the Company with respect to a Restricted Business (as defined below) anywhere in the world; provided, however, that this provision shall not restrict Consultant from owning or investing in publicly traded securities, so long as Consultant’s aggregate holdings in any such company do not exceed 5% of the outstanding equity of such company and such investment is passive. Consultant agrees that, given his prior service as the Company’s President and Chief Executive Officer and the nature of the Company’s business, a worldwide geographic scope is appropriate and reasonable. For purposes of this Agreement, the term “Restricted Business” means any business of the Company (which includes, without limitation, the development, design, manufacture, marketing, distribution or sale of wire and cable).
b. During the Restricted Period, Consultant shall not, directly or indirectly recruit, solicit, induce or encourage any employee or contractor of the Company to terminate his, her or its relationship with the Company and/or to accept employment or engagement with or by any person or entity other than the Company.
c. During the Restricted Period, Consultant shall not directly or indirectly solicit or attempt to divert any of the Company’s then-current customers on behalf of any competing manufacturer or importer of wire and cable products anywhere in the world. During the Restricted Period, Employee shall not directly or indirectly solicit, induce, interfere with or communicate with any past or current supplier of the Company for the purpose or with the specific intent of diverting the supplier or disrupting the Business of the Company. For purposes of this Agreement, the term “Business” means development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, specialty, and communications markets.
d. Consultant acknowledges and agrees that the execution of this Agreement does not alter his obligations to the Company under the Employee Confidential In...
Restrictive Covenant Obligations. To the extent Bob has executed an agreement with the Company or DDI that restricts his use of confidential information or competitive activities after his employment ends, he expressly reaffirms those commitments, and this paragraph (and all subparagraphs) shall supplement those obligations and not replace them unless the prior obligations are unenforceable as a matter of law, in which case just the obligations below on this topic shall apply. Xxxxxxx Xxx has executed a prior agreement that restricts his use of confidential information or competitive activities or not, he acknowledges that the severance benefits made available to him in this Agreement are partly provided in return for his agreement to the subparagraphs immediately below.
Restrictive Covenant Obligations. In consideration of the benefits provided under this Agreement, the Executive hereby reaffirms, acknowledges, agrees and covenants to comply with all confidentiality, non-competition, non-solicitation, non-disparagement, and/or no-hire obligations (each, a “Restrictive Covenant Obligation”) set forth in any written agreement between the Executive, on the one hand, and the Bank and/or the Holding Company, on the other hand, including, without limitation, that certain Employment Agreement dated March 24, 2023, by and between the Executive and the Bank. In the event of a breach or threatened breach by the Executive of any Restrictive Covenant Obligation, any unpaid benefits under this Agreement shall be forfeited effective as of the date of such breach or threatened breach, unless earlier forfeited by operation of another term or condition of this Agreement. The automatic forfeiture of the Executive’s benefits under this Agreement upon Executive’s breach or threatened breach of a Restrictive Covenant Obligation shall be in addition to all other rights and remedies available to the members of the Bank Group at law or in equity.
