Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.
Appears in 3 contracts
Samples: Employment Agreement (Cga Group LTD), Employment Agreement (Cga Group LTD), Employment Agreement (Cga Group LTD)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, Employer for any reason and(including termination as a result of the expiration of the term so this Agreement), with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 2 contracts
Samples: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained that, in this Section 5 are an essential ingredient consideration of this Agreement Agreement, and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period during the term of one (1) year after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer hereunder (the "Restrictive Period"), the Employee (i) he will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionnot, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliatesindirectly, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of multi-unit residential, commercial or industrial property (i) in any geographic market or territory in which the Employer owns properties, either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for or injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) (a), computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 2 contracts
Samples: Employment Agreement (Wellington Properties Trust), Employment Agreement (Wellington Properties Trust)
Restrictive Covenant. The Employee Employer and the Employer Employee have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 Section 4 and 3 hereof. The Section 10, the Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of of, or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a an office or other business which is eitherlocation of: (Ai) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurer insurance company or reinsurer agency, investment brokerage firm or other entity or organization involved in the retail sale of asset backed securities, mortgage backed securities investment products or the making of retail or commercial mortgage backed securities; loans (any of the foregoing referred to in clauses (i) or (Bii) an investment company that is directly or indirectly owned bycollectively referred to as a "Financial Institution") within a sixty (60) mile radii from each of the offices of QCR Holdings, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities Inc. and its subsidiaries (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any business similar to that of the Employer'sFinancial Institution.
Appears in 2 contracts
Samples: Employment Agreement (QCR Holdings Inc), Employment Agreement (QCR Holdings Inc)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a) a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of office or net leased retail property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the t he full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a suc- cessor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 2 contracts
Samples: Employment Agreement (Hamlin Clay W Iii), Employment Agreement (Royale Investments Inc)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the 3(c)(the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.
Appears in 2 contracts
Samples: Employment Agreement (Cga Group LTD), Employment Agreement (Cga Group LTD)
Restrictive Covenant. The Employee hereby acknowledges and -------------------- recognizes Employee's possession of confidential or proprietary information and the Employer have jointly reviewed the operations highly competitive nature of the Employer business of the Company and have agreed that its affiliates and accordingly agrees that, in consideration of PSS causing the covenants Merger to be consummated, the Company's entering into this Agreement, and the premises contained in this Section 5 are an essential ingredient herein, Employee will not, from and after the Commencement Date and for the period ending on the later of (a) five years after the date of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers three years after the date of termination of the Employer Employment Period, either individually or as an officer, director, employee, partner, agent or principal of any subsidiary or affiliate of the Employer in respect of any transaction, matter or another business that firm (i) directly or indirectly competes engage in the United States in any competitive business (including seeking or accepting employment with a Client Account), (ii) assist others in engaging in any competitive business in the manner described in the foregoing clause (i), (iii) solicit, professionally contract or provide medical billing, accounts receivable, accounting, financial or consulting services to any Client Account or (iv) induce employees of the businesses then conducted by the Employer Company or any of its subsidiaries affiliates to terminate their employment with the Company or affiliatessuch affiliates or hire any employees of the Company or any of its affiliates to work with Employee or any business firm affiliated with Employee. Notwithstanding the foregoing, after the termination or expiration of the Employment Period, Employee may (i) work or consult for a governmental agency, (ii) work or consult for not-for-profit healthcare industry groups, (iii) teach at a public or private college, university or professional or vocational training school, and (iiiv) will not directly work in a management, administrative or indirectly compete with legal counsel capacity in a healthcare business (other than entities which, as the business primary component of the Employertheir business, by directly provide medical billing, accounts receivable management or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or practice management services to healthcare providers); provided that (1) in no event shall Employee engage in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which activity if such activity (x) was created during the term is otherwise prohibited pursuant to clauses (i) or (ii) of the Employee's employment with the Employer immediately preceding sentence or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns adversely affects, or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated conflicts with, attached to the business or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result operations of the time involved Company, PSS or any of their respective affiliates and (2) in obtaining such reliefthe case of working or consulting for a governmental agency, be deprived Employee shall recuse himself from any decision-making role in matters affecting the business or operations of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly PSS or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sits affiliates.
Appears in 2 contracts
Samples: Employment Agreement (Physician Support Systems Inc), Employment Agreement (Physician Support Systems Inc)
Restrictive Covenant. The (A) Employee agrees that during the period of time that Employee is employed by the Company he will not directly or indirectly enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, representative, agent, 5 6 franchisor, franchisee or otherwise), which business is directly or indirectly involved in the provision of clinical laboratory services (each, a "Competitive Act") anywhere in the United States and that, in the Employer have jointly reviewed event that Employee's employment hereunder is terminated pursuant to paragraph (D) or (E) of Article VIII hereof, Employee will not engage in any Competitive Act anywhere in the operations United States prior to the fourth anniversary of the Employer and have agreed that date hereof (the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof"Noncompete Period"). The Employee hereby further agrees that, except with in the express prior written consent of the Employer, for a period of one (1) year after the termination of the event that Employee's employment with hereunder is terminated pursuant to paragraph (A), (C), (F) or (G) of Article VIII hereof, he will not engage in any Competitive Act in any state listed on Schedule I attached hereto during the EmployerNoncompete Period and during such period he will not solicit clinical laboratory service business from any of such states.
(B) During the Noncompete Period, with respect to clause the Employee shall not directly or indirectly through another entity (i) belowinduce or attempt to induce any employee, for any reason andconsultant, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees independent contractor or agent of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer Company or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with to leave the business employ of the Employer, by directly Company or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tosuch subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee, consultant, independent contractor or agent thereof, (ii) hire or otherwise retain any person who was an employee, consultant, independent contractor or agent of the Company or any of its subsidiaries at any time during the six-month period immediately prior to the date on which such hiring or engagement would take place, provided that this clause (ii) shall not apply with respect to hiring or retaining any bona fide agent, consultant or independent contractor of the Company that is also retained by persons other capacity withthan the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any person, firm, partnership, corporation, of its subsidiaries to cease doing business with the Company or such subsidiary, divisionor in any way interfere with the relationship between any such customer, joint venturesupplier, trust licensee, franchisee or other entity, business relation and the Company or any division, subsidiary of its subsidiaries (including making any negative statements or separate enterprise communications about the Company or any of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or its subsidiaries).
(C) an investment advisory firm that is directly or indirectly owned byThe parties hereto agree that, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (based upon the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant Company's present business and the Employer brings legal action plans for injunctive or other relieffuture expansion, the Employer shall notcovenants and agreements contained in this Article VI are reasonable in duration, as a result scope and geographic area and are necessary to protect the goodwill of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive CovenantCompany's business. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.The
Appears in 2 contracts
Samples: Employment Agreement (Nu Tech Bio Med Inc), Employment Agreement (Physicians Clinical Laboratory Inc)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 2 contracts
Samples: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. The For purposes hereof, the "Noncompetition Period" will begin on the Effective Date and end eighteen (18) months after the date Employee's employment with the Company is terminated for any reason. In consideration of the Company's agreement to employ Employee and the Employer have jointly reviewed receipt by the operations Employee of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Confidential Information, Employee hereby agrees that, during the Noncompetition Period, he will not (except in the course of performing his authorized duties for the Company under this Agreement), directly or indirectly, on his own behalf or as an officer, director, employee, consultant or other agent of, or as a stockholder, partner or other investor in, any person or entity (other than the Company or its affiliates):
(a) engage in any business conducted by the Company, its subsidiaries or affiliates and any business competitive with the express prior written consent business conducted by the Company, its subsidiaries or affiliates (collectively a "Competing Business") within any geographic area in which the Company, its subsidiaries or affiliates conducts any business, or in which businesses competitive with the businesses of the EmployerCompany, for its subsidiaries or affiliates are conducted (the "Territory"), or give advice or lend credit, money or Employee's reputation to any natural person or entity engaged in or establishing a period of one Competing Business in the Territory or;
(1b) year after the termination directly or indirectly influence or attempt to influence any customer, potential customer, supplier or accounts of the Employee's Company, its subsidiaries or affiliates located within the Territory to purchase, sell or lease goods or services related to a Competing Business other than from or to the Company; or
(c) solicit, encourage, or take any other action which is intended, directly or indirectly, to induce any other employee of the Company to terminate his or her employment with the EmployerCompany, or interfere in any manner with respect to clause (i) below, for the contractual or employment relationship between the Company and any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer Company, or of hire or attempt to hire any subsidiary or affiliate former employee of the Employer Company whose termination from employment has been effective for ninety (90) days or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.less;
Appears in 2 contracts
Samples: Employment Agreement (Netpliance Inc), Employment Agreement (Netpliance Inc)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.
Appears in 1 contract
Samples: Employment Agreement (Cga Group LTD)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the then existing business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. However, it is expressly understood that this restriction shall apply only to the operations of the Employer as of the date of termination of this agreement. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Term, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company’s business and, accordingly the Employee agrees that, in consideration of the benefits to be received by him hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Term, or, if longer, until December 31, 2009 (the “Restrictive Period”) if required by the provisions of Section 6(a) or Section 6(b) of this Agreement, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed in the areas covered by the Assigned IP (as defined in Section 9(a))(so long as such development has not been abandoned by the Company), produced, marketed or sold at the time of the Employee’s termination with any of the entities or corporations set forth on Schedule C to this Agreement, or any subsidiary or successor of the Company or any such entity (hereinafter a “Competing Business”), whether such engagement shall be as an owner, partner, investor, employee, officer, director, affiliate, consultant, speaker, lecturer or other participant in any Competing Business; (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. The ownership of not more than 5% of the stock of any entity having a class of equity securities actively traded on a national securities exchange or any minority interest in any private entity shall not be deemed, in and of itself, to violate the prohibitions of this Section 8(a). The Employee and the Employer have jointly reviewed the operations CEO of the Employer and have agreed that the covenants contained Company shall discuss in this Section 5 are an essential ingredient of this Agreement and are made good faith any potential future addition to Schedule C in consideration for the payment of the amounts described in Sections 2 and 3 hereofaccordance with its terms. The Employee hereby agrees that, except to discuss with the express Company CEO during the Term any employment or consulting positions with a potential commercial competitor prior written consent of to entering into an employment or consulting arrangement with such entity.
(b) During the Employer, for a period of one (1) year after the termination Term of the Employee's ’s employment with the Employerhereunder and for five (5) years thereafter, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will shall not (a) solicit employees of the Employer disparage, deprecate, or of make any subsidiary comments or affiliate of the Employer or (b) solicit clients or customers of the Employer or of take any subsidiary or affiliate of the Employer in respect of any transactionother actions, matter or business that directly or indirectly competes with any of indirectly, that will reflect adversely on the businesses then conducted by the Employer Company or any of its subsidiaries officers, directors, employees or affiliatesagents or adversely affect their business reputation or goodwill, and (ii) will the Company shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly compete with indirectly, that will reflect adversely on the Employee or adversely affect his business or professional reputation.
(c) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the EmployerCompany, by directly or indirectly being a shareholder or partner of or serving but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employeeemployee of the Company and as otherwise provided herein, officer or director of or consultant toto justify such restrictions which, or in any other capacity withevent (given the education, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term skills and ability of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer), and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall believes would not prohibit prevent the Employee from owning directly earning a living.
(d) If any portion of the restrictions set forth in this Section 8 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or indirectly capital stock enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Employee declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, the Company and the Employee agree to the reduction of the territorial, time limitation or similar securities scope to the area or period which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent such court shall have deemed reasonable.
(5%e) Except as otherwise provided in Section 6(b) of this Agreement, the outstanding capital stock existence of any business similar claim or cause of action by the Employee against the Company shall not constitute a defense to that the enforcement by the Company of the Employer'sforegoing restrictive covenants, but such claim or cause of action shall be litigated separately.
Appears in 1 contract
Samples: Employment Agreement (Digene Corp)
Restrictive Covenant. The Employee Executive and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after following the termination of the EmployeeExecutive's employment with the Employerhereunder, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to clause (A) or (B) of subsection (c)(i) of Section 3(c3, for a period equal to the greater of (x) the term of this Agreement that would be remaining had the Executive's employment not been terminated, and (y) one (1) year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), the Employee Executive (i) will not (a) solicit clients, customers or employees of the Employer Employer, CGA or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, CGA and (ii) will not directly or indirectly compete with the business of the Employer, Employer or CGA or any subsidiary or affiliate of the Employer or CGA by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employerowns, and (y) which owns manages or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm or insurance consulting firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. The Restrictive Covenant shall not prohibit the Employee Executive from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sEmployer or that of CGA or any subsidiary or affiliate of the Employer or CGA.
Appears in 1 contract
Samples: Employment Agreement (Cga Group LTD)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or three (13) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of office property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust Inc)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. The Employee Employer and the Employer Employee have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are primary service area of the Employer’s lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 Section 4 and 3 hereof. The Section 10, the Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's ’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of of, or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a an office or other business which is eitherlocation of: (Ai) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurer insurance company or reinsurer agency, investment brokerage firm or other entity or organization involved in the retail sale of asset backed securities, mortgage backed securities investment products or the making of retail or commercial mortgage backed securities; loans (any of the foregoing referred to in clauses (i) or (Bii) an investment company that is directly or indirectly owned bycollectively referred to as a “Financial Institution”) within a sixty (60) mile radii from each of the offices of QCR Holdings, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities Inc. and its subsidiaries (the "“Restrictive Covenant"”). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any business similar to that of the Employer'sFinancial Institution.
Appears in 1 contract
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are an essential ingredient consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period during the term of one (1) year after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer hereunder (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of multi-unit residential, commercial or industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. The In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall not prohibit continue to apply only to the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) primary service area of the outstanding capital stock of Employer as it existed immediately before such assumption or acquisition and shall not apply to any business similar to that of the Employer's.successor's other
Appears in 1 contract
Samples: Employment Agreement (American Real Estate Equities LLC)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e), (f) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactiong), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.
Appears in 1 contract
Restrictive Covenant. The In consideration of the above severance payments and benefits, along with the provision by the Company of trade secrets and confidential information to Employee, the Company’s introduction to Employee of its clients and customers, and other good and valuable consideration, Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for Company agree as follows: For a period of one (1) year after 24 months following the termination Separation Date, Employee will not, either on his own behalf or on behalf of the Employee's employment with the Employerany other person, with respect to clause firm or entity, individually or collectively, directly or indirectly: (i) belowengage in the bulk trucking, for transloading, bulk tank cleaning, or bulk container business, or any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer business in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer which QDI or any of its subsidiaries are engaged as of the Separation Date (collectively, the “Company Business”) in any geographic area in which QDI or affiliates, and any of its subsidiaries participated in the Company Business during the last 24 months prior to the Separation Date; or (ii) will not directly or indirectly compete with the business QDI or any of the Employerits subsidiaries, by directly or indirectly being a shareholder or partner of or serving participate as an agent, employee, officer or director of or consultant toofficer, consultant, advisor, representative, stockholder, partner, member, joint venturer, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entitycapacity, or have any divisiondirect or indirect financial interest, subsidiary in any enterprise that has any material operations engaged in the Company Business in any geographic area in which QDI or separate enterprise any of any such entity, which (x) was created its subsidiaries participated in the Company Business during the term of last 24 months prior to the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the EmployerSeparation Date; provided, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securitieshowever, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer nothing contained herein shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent no more than five percent (5%) of the outstanding capital stock equity of any publicly traded entity with respect to which Employee does not serve as an officer, director, employee, consultant or in any other capacity other than as an investor; or being employed by an enterprise that engages in the Company Business, but whose principal business similar is not the Company Business, if Employee’s involvement is limited to those operations that are not the Company Business. Employee acknowledges that irreparable damage would occur in the event of a breach of the Employer's.provisions of this Restrictive Covenant by Employee. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant. Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. AGREED: /s/ XXXXXX XXXXXX Xxxxxx Xxxxxx Date: April 30, 0000 In consideration of the above severance payments and benefits, along with the provision by the Company of trade secrets and confidential information to Employee, the Company’s introduction to Employee of its clients and customers, and other good and valuable consideration, Employee and Company agree as follows
Appears in 1 contract
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof(a) Prohibited Activities. The Employee hereby agrees that, except with Stockholders set forth in Schedule 7.14 (the express prior written consent of the Employer"Restricted Stockholders" will not, for a period of four (4) years following the Closing Date, for any reason whatsoever, directly or indirectly, for themselves or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business selling any products or services in direct competition with Rare Medium (or its parent, affiliates or subsidiaries), within 100 miles of where DigitalFacades or any of its subsidiaries conducted business prior to the effectiveness of the Merger (the "Territory");
(ii) call upon any person who is, at that time, within the Territory, an employee of Rare Medium (or its parent, affiliates or subsidiaries) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of Rare Medium (or its parent, affiliates or subsidiaries), provided that each Restricted Stockholder shall be permitted to call upon and hire any member of his or her immediate family;
(iii) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to the Closing Date, a customer of Rare Medium (or its parent, affiliates or subsidiaries), of DigitalFacades within the Territory for the purpose of soliciting or selling products or services in direct competition with Rare Medium (or its parent, affiliates or subsidiaries) within the Territory;
(iv) call upon any prospective acquisition candidate, on any Restricted Stockholder's own behalf or on behalf of any competitor in similar or incidental businesses or activities, which candidate, to the actual knowledge of such Restricted Stockholder after due inquiry, was called upon by Rare Medium (or its parent, affiliates or subsidiaries) or for which, to the termination actual knowledge of the Employee's employment with the Employersuch Restricted Stockholders after due inquiry, with respect to clause Rare Medium (ior its parent, affiliates or subsidiaries) belowmade an acquisition analysis, for any reason andthe purpose of acquiring such entity; or
(v) disclose customers, with respect whether in existence or proposed, of DigitalFacades to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust corporation or other entity, business for any reason or any division, subsidiary or separate enterprise of any purpose whatsoever except to the extent that DigitalFacades has in the past disclosed such entity, which (x) was created during information to the term of public for valid business reasons. Notwithstanding the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefabove, the Employer foregoing covenant shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall not be deemed to have the duration specified in this paragraph 5(a) computed prohibit any Restricted Stockholder from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall acquiring as an investment not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five one percent (51%) of the outstanding capital stock of any a competing business similar to that of whose stock is traded on a national securities exchange or over-the-counter so long as the Employer'sRestricted Stockholder does not consult with or is not employed by such competitor.
Appears in 1 contract
Restrictive Covenant. The Employee understands that the nature of Employee’s position gives the Employee access to and knowledge of Confidential Information and places the Employer have jointly reviewed Employee in a position of trust and confidence with the operations Company and its subsidiaries and affiliates (hereafter “the Company Group”). Employee further understands and acknowledges that the Company’s ability to reserve the Confidential Information for the exclusive knowledge and use of the Employer Company Group is of great competitive importance and have agreed commercial value to the Company Group and that improper use or disclosure by the covenants contained Employee is likely to result in this Section 5 are an essential ingredient unfair or unlawful competitive activity. Because of the Company Group’s legitimate business interest as described in this Agreement and are made in the good and valuable consideration offered to Employee, the receipt and sufficiency of which is acknowledged, during the term of Employee’s employment and for nine (9) months following Employee’s separation of employment from the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, Company by either party for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive “Restricted Period"”), the Employee (i) will agrees and covenants not (a) solicit employees to engage in Prohibited Activity within the United States or any other country in which any entity of the Employer or Company Group operated during the 12 months preceding the termination of any subsidiary or affiliate Employee’s employment (“Restricted Territory”). For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Employer or (b) solicit clients or customers of Employee provides services similar to those he provided to the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionCompany during his employment, matter or business that directly or indirectly competes with indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any of the businesses then conducted by the Employer other similar capacity to Universal Corporation or any of its subsidiaries or affiliates. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant toproprietary information, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")Confidential Information. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified Nothing in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant Agreement shall not prohibit the Employee from purchasing or owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent (5%) of the outstanding capital stock publicly traded securities of any business similar corporation, provided that such ownership represents a passive investment and that Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the Employer'slaw, regulation, or order. The Employee shall promptly provide written notice of any such order to Xxxxx Xxxxx.
Appears in 1 contract
Samples: Retention and General Release Agreement (Pyxus International, Inc.)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of warehouse, distribution or light industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (First Industrial Realty Trust Inc)
Restrictive Covenant. The Employee acknowledges that Employee is a key employee and that the Employer have jointly reviewed services to be rendered hereunder are of a critical nature to the operations success of Employer. In view of the value to Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described services of Employee for which Employer has contracted hereunder, and in Sections 2 recognition of Employer's obligations hereunder, Employee covenants and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one as follows:
(1a) year after the termination of the During Employee's employment with hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, solicit business for any person, firm, entity, or supplier engaged primarily in the home textiles specialty retail business in which Employer engages or in any other business in which Employer, with respect from time to clause time, shall be engaged in those cities or counties of the United States in which Employer shall then be transacting business, from any client, customer or account of Employer or attempt to convert said persons or entities to other methods of using the same or similar products or services as provided by Employer;
(ib) belowDuring Employee's employment hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, for any reason andperson, with respect firm, entity, or supplier, engage in the home textiles specialty retail business in which Employee engages or in any other business in which Employer, from time to clause (ii) belowtime, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period")shall be engaged, the Employee (i) will not (a) solicit employees in those cities or counties of the United States in which Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses shall then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tobe transacting business, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust business activity for gain or profit or other entitypecuniary advantage; provided, however, that this paragraph shall not limit or restrict Employee's right to make and have personal investments (i) in such form or manner as will not require Employee's active services in the daily operations or affairs of the business in which such investments are made and will not otherwise conflict with Employee's duties and obligations to Employer; (ii) if such investments do not constitute more than 5% of any class of securities of any corporation that has a class of securities registered pursuant to the Securities Exchange Act of 1934; and, (iii) such investments are not in a direct competitor of Employer in the home textiles specialty retail business.
(c) For two years after termination of this Agreement pursuant to paragraph 15 or 16, Employee shall not directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, engage in the home textiles specialty retail business in which Employee engages or in any divisionother business in which Employer, subsidiary or separate enterprise of any such entityfrom time to time, which (x) was created shall be engaged during the term of this Agreement, in those cities or counties of the United States in which Employer shall then be transacting business.
(d) During Employee's employment with the Employer or is expected to be created within hereunder, and for a period of one (1) year two years after the Employee's termination of employment with the Employee ceases to be employed by Employer, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. As used herein, the term transacting business within "those cities and (y) which owns or operates counties" includes the carrying on of a business which is either: (A) an insurer may be located elsewhere but which involves sales or reinsurer of asset backed securities, mortgage backed securities any activity within the stipulated city or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")county. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved The covenants contained in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this paragraph shall be deemed to have be a series of separate covenants, for each city and county of each state where Employer is carrying on such business. If in any judicial proceeding a court shall refuse to enforce all of the duration specified separate covenants deemed included in this paragraph 5(a) computed such action, then such unenforceable covenants shall be deemed eliminated from the date provisions hereof for the relief is granted but reduced by purposes of such proceedings to the time between extent necessary to permit the period when Restrictive Period began remaining separate covenants to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sbe enforced in such proceedings.
Appears in 1 contract
Samples: Employment Agreement (Strouds Inc)
Restrictive Covenant. The Employee acknowledges that Employee is a key employee and that the Employer have jointly reviewed services to be rendered hereunder are of a critical nature to the operations success of Employer. In view of the value to Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described services of Employee for which Employer has contracted hereunder, and in Sections 2 recognition of Employer's obligations hereunder, Employee covenants and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one as follows:
(1a) year after the termination of the During Employee's employment with hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, solicit business for any person, firm, entity, or supplier engaged primarily in the home textiles specialty retail business in which Employer engages or in any other business in which Employer, with respect from time to clause time, shall be engaged in those cities or counties of the United States in which Employer shall then be transacting business, from any client, customer or account of Employer or attempt to convert said persons or entities to other methods of using the same or similar products or services as provided by Employer;
(ib) belowDuring Employee's employment hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, for any reason andperson, with respect firm, entity, or supplier, engage in the home textiles specialty retail business in which Employee engages or in any other business in which Employer, from time to clause (ii) belowtime, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period")shall be engaged, the Employee (i) will not (a) solicit employees in those cities or counties of the United States in which Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses shall then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tobe transacting business, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust business activity for gain or profit or other entitypecuniary advantage; provided, however, that this paragraph shall not limit or restrict Employee's right to make and have personal investments (i) in such form or manner as will not require Employee's active services in the daily operations or affairs of the business in which such investments are made and will not otherwise conflict with Employee's duties and obligations to Employer; (ii) if such investments do not constitute more than 5% of any class of securities of any corporation that has a class of securities registered pursuant to the Securities Exchange Act of 1934; and, (iii) such investments are not in a direct competitor of Employer in the home textiles specialty retail business.
(c) For two years after termination of this Agreement pursuant to paragraph 15 or 16, Employee shall not directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, engage in the home textiles specialty retail business in which Employer engages or in any divisionother business in which Employer, subsidiary or separate enterprise of any such entityfrom time to time, which (x) was created shall be engaged during the term of this Agreement, in those cities or counties of the United States in which Employer shall then be transacting business.
(d) During Employee's employment with the Employer or is expected to be created within hereunder, and for a period of one (1) year two years after the Employee's termination of employment with the Employee ceases to be employed by Employer, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. As used herein, the term transacting business within "those cities and (y) which owns or operates counties" includes the carrying on of a business which is either: (A) an insurer may be located elsewhere but which involves sales or reinsurer of asset backed securities, mortgage backed securities any activity within the stipulated city or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")county. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved The covenants contained in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this paragraph shall be deemed to have be a series of separate covenants, for each city and county of each state where Employer is carrying on such business. If in any judicial proceeding a court shall refuse to enforce all of the duration specified separate covenants deemed included in this paragraph 5(a) computed such action, then such unenforceable covenants shall be deemed eliminated from the date provisions hereof for the relief is granted but reduced by purposes of such proceedings to the time between extent necessary to permit the period when Restrictive Period began remaining separate covenants to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sbe enforced in such proceedings.
Appears in 1 contract
Samples: Employment Agreement (Strouds Inc)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations In consideration of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment Bank's employment of the amounts described Employee, the Employee agrees that in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, addition to any other limitation: (i) for a period of one twelve (112) year months after the termination of this Agreement by the EmployeeEmployee for other than Good Reason; or (ii) during the continuation of base salary payments pursuant to Section 6.c. above, whichever is later, he will not, within a twenty-five (25) mile radius of any operating office of CNC, any of its subsidiaries, or the Bank, manage, operate or be employed by, participate in, or be connected in any manner with the management, operation, or control of any banking business whether or not carried on by a bank. The Employee further agrees, that for a period of twelve (12) months after the termination of his employment hereunder, by the Employee for other than Good Reason or the completion of Base Salary payments pursuant to section 6.c. above, whichever is later, he will not solicit the business or patronage, directly or indirectly, from any customers of the Bank (or any other office of CNC or of a subsidiary of CNC if Employee should have been employed by and located at such office) and the Employee will not seek to or assist others to persuade any employee of the Bank engaged in similar work or related to the Bank's work to discontinue employment with the EmployerBank or seek employment or engage in any business of the Bank. Furthermore, the Employee will not communicate to any person, firm or corporation any information related to customer lists, prices, secrets or other Confidential Information which he might from time to time acquire with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the EmployerBank, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant toCNC, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entityits subsidiaries, or any division, subsidiary or separate enterprise of their affiliates. The Employee agrees to disclose the contents of this Agreement to any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within subsequent employer for a period of one twelve (112) year after the Employee's months following termination of his employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefhereunder, the Employer shall nottermination of this Agreement or completion of base salary payments pursuant to 6.c. above, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief whichever is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'slater.
Appears in 1 contract
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in 6.1 In consideration for the payment Compensation to be received hereunder by the Representative and in view of (a) the unique and valuable services it is expected that the Representative will render and (b) the knowledge of the amounts described in Sections 2 Representative of the business, services, customers, trade secrets, and 3 hereof. The Employee hereby other proprietary information relating to the business of Compuflight, and its customers and suppliers, that it is expected the Representative will obtain, the Representative agrees thatthat he will not, except with during the express Engagement Period, without the prior written consent approval of Compuflight, directly or indirectly, anywhere in the world, whether individually or as a principal, officer, employee, partner, director, representative or agent of or consultant for any entity, do any of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause following:
(i) belowengage or participate in the ownership, for any reason andmanagement, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer operation or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tocontrol of, or in any other capacity otherwise be connected with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer similar to or reinsurer of asset backed securitiescompetitive with, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned byindirectly, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (engaged in by Compuflight at any time during the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant Engagement Period and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit make any investments in any such similar or competitive entity (except that the Employee foregoing shall not restrict the Representative from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock Common Stock of any business corporation, the Common Stock of which is listed on a national securities exchange of NASDAQ);
(ii) cause or seek to persuade any director, officer, employee, customer, subscriber, account, agent or supplier of Compuflight to discontinue the status, employment or relationship of such person or entity with Compuflight, or to become employed in any activity similar to or competitive with the activities of Compuflight;
(iii) cause or seek to persuade any prospective customer, subscriber or account of Compuflight to determine not to enter into a business relationship with Company;
(iv) hire or retain any director, officer or employee of Compuflight; or
(v) solicit or cause or authorize to be solicited, for or on behalf of him or any third party, any business which is competitive, directly or indirectly, with Compuflight from others who are, at any time during the Engagement Period, (a) customers, subscribers or accounts of Compuflight, or (b) prospective customers, subscribers or accounts of Compuflight who are actively being solicited by Compuflight.
(a) The Representative represents that he has been informed that it is the policy of Compuflight to maintain as secret all confidential information relating to Compuflight, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of Compuflight's activities, and further acknowledges that such confidential information is of great value to Compuflight. The Representative recognizes that, by reason of his engagement by Compuflight, he has acquired and will acquire confidential information as aforesaid. The Representative confirms that it is reasonably necessary to protect Compuflight's goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Employer'sBoard of Directors of Compuflight for the benefit of Compuflight), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information.
(b) The Representative agrees that he will not, at any time, remove from Compuflight's premises any drawings, notebooks, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by Compuflight, except where necessary in the fulfillment of his duties hereunder.
(c) The Representative agrees that, upon the expiration or termination of this Agreement for any reason whatsoever, he shall promptly deliver to Compuflight any and all drawings, notebooks, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of Compuflight.
(d) For purposes hereof, the term "confidential information" shall mean all information given to the Representative, directly or indirectly, by Compuflight and all other information relating to Compuflight otherwise acquired by the Representative during the course of his engagement by Compuflight, other than information which (i) was in the public domain at the time furnished to, or acquired by, the Representative, or (ii) thereafter enters the public domain other than through disclosure, directly or indirectly, by the Representative or others in violation of an agreement of confidentiality or nondisclosure.
Appears in 1 contract
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations (a) Each of the Employer Seller and have agreed Sxxxxxx agrees that during the covenants Restricted Period, such Person shall not, and such Person shall cause its Affiliates and representatives not to, (i) engage, either directly or indirectly, for his or its own account or solely or jointly for the benefit of others, in any business, domestic or foreign, which competes with any Company Business (a “Competing Business”) in any country, territory, jurisdiction, state, province, county, city, municipality or town (a “Restricted Territory”) in which any Company or Purchaser or any of their Affiliates now or at any time during the Restricted Period conducts or engages in any Company Business; (ii) solicit, directly or indirectly, any Competing Business in a Restricted Territory from any Person other than to or for the benefit of any Company, Purchaser or any of their Affiliates; (iii) invest, either directly or indirectly, in any Person engaged in any Competing Business in a Restricted Territory; or (iv) divert, entice or otherwise take away from any Company or Purchaser or any of their Affiliates the business or patronage of any customer, client, supplier or vendor, including the Persons listed on Schedule 4.20, or attempt to do so; provided, that nothing contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (17.11(a) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee prevent such Person or any Affiliate thereof from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent (5%) of the outstanding capital a class of stock of a publicly-held corporation which is traded on a national securities exchange or in the over-the-counter market, so long as such Person or Affiliate, as applicable, does not have any active participation in the business similar to that or management of such entity.
(b) Each of the Employer'sSelling Parties (with (x) Cxxxxx and the AC Trust, and (y) Venkatesh and the BV Trust, each being treated for this purpose as a single Person) agrees, as to himself or itself, that during the Restricted Period, such Person shall not, and such Person shall cause its Affiliates and representatives not to, directly or indirectly, through any Person or contractual arrangement, solicit, recruit, employ or hire, directly or indirectly, any Person who at the time of the Closing or at any time during the two year period thereafter is employed by or engaged to work for Purchaser, any Company or any of their Affiliates, whether as an employee, independent contractor or consultant (a “Company Employee”); provided, that the foregoing shall not prohibit a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Company Employees or the hiring of any Person who has not been a Company Employee for a consecutive period of not less than six (6) months.
(c) Each of the Selling Parties acknowledge and confirm that the Restrictive Covenant represents a material inducement to the Purchaser to consummate the Purchase and Sale, and the Purchaser would not have entered into this Agreement in the absence of the Restrictive Covenant contained herein.
(d) Each of the Selling Parties acknowledges and agrees that the restrictions and provisions contained in the Restrictive Covenant are reasonable and necessary to protect the legitimate interests of the Purchaser, that the provisions contained in the Restrictive Covenant are required to preserve for the Purchaser the goodwill it is purchasing under this Agreement, that the Purchaser would not have entered into this Agreement in the absence of such Restrictive Covenant, that any violation of such Restrictive Covenant will result in irreparable injury to the Purchaser, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach, the Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief. The Selling Parties further specifically acknowledge and agree that the Purchaser shall be entitled to an equitable accounting of all earnings, profits and other benefits arising from any such breach, and further agree to pay the reasonable legal fees and expenses incurred by the Purchaser in successfully enforcing the provisions contained herein. The Selling Parties acknowledge that they have agreed to the Restrictive Covenant with full understanding and acceptance of the terms hereof and that the restrictions imposed herein are fair and reasonable and are required for the protection of the Purchaser and are given as an integral part of the transactions contemplated by this Agreement. The Selling Parties expressly agree that the provisions contained herein are severable independent covenants and are reasonable limitations as to time, geographical area and scope of activity, and such restrictions do not impose a greater restraint than is necessary to protect the goodwill or other business interests purchased by the Purchaser. If any of the covenants contained in this Restrictive Covenant, or any part hereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the covenants contained in this Restrictive Covenant, or any part hereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the Parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision and, in its reduced form, said provision shall then be enforceable. The Selling Parties acknowledge that the parties intend to and hereby confer jurisdiction to enforce the covenants contained in this Restrictive Covenant upon the courts of any jurisdiction within the geographical scope of such covenants. In the event that the courts of any one or more of such jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the Parties hereto that such determination not bar or in any way affect the right of the Purchaser to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.
Appears in 1 contract
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or thirty-six (136) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of warehouse, distribution or light industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (First Industrial Realty Trust Inc)
Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one twelve (112) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, Employer for any reason and(including termination as a result of the expiration of the term so this Agreement), with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) she will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.
Appears in 1 contract
Samples: Employment Agreement (Corporate Office Properties Trust)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionf), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a $$ publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation ---------------- any waterways which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.
Appears in 1 contract
Restrictive Covenant. The Employee Employer and the Employer Employee have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 Section 4 and 3 hereof. The Section 10, the Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one two (12) year years after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of of, or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a an office or other business which is eitherlocation of: (Ai) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurer insurance company or reinsurer agency, investment brokerage firm or other entity or organization involved in the retail sale of asset backed securities, mortgage backed securities investment products or the making of retail or commercial mortgage backed securities; loans (any of the foregoing referred to in clauses (i) or (Bii) an investment company that is directly or indirectly owned bycollectively referred to as a "Financial Institution") within a sixty (60) mile radii from each of the offices of QCR Holdings, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities Inc. and its subsidiaries (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any business similar to that of the Employer'sFinancial Institution.
Appears in 1 contract
Restrictive Covenant. a. Covenant Not to Compete or Solicit The Employee Corporation was founded for the purpose of being a Registered Provider under Medicare to sell durable medical equipment, primarily diabetic supplies throughout the United States. As a material inducement to entering this Agreement, Executive agrees and the Employer have jointly reviewed the operations covenants that while he is an employee of the Employer Corporation and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one two (2) years thereafter (unless Executive's employment is terminated by the Corporation without cause or following a Change in Control, in which event the provisions of this Section 14.a. will not be binding on Executive), he:
(1) year after shall be restricted from competing with the Corporation, directly or indirectly on his own behalf or through third parties, in any manner whatsoever as a shareholder, director, officer, joint venturer, partner, sole proprietor, investor or, in any other ownership capacity whatsoever, or as an employee, consultant, agent, or representatives of or for a competing business within the fifty (50) states of the United States all territories of the United States and Canada; provided, however, that nothing contained herein shall be construed to prevent Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive is not involved in the business of such corporation and if Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of five percent of the stock of such corporation;
(2) shall not either directly or indirectly on his own behalf or through third parties solicit or attempt to solicit advertisers, agencies, developers, operators, owners, clients or customers (collectively "Customers") of the Corporation who are or were customers of the Corporation at any time during the proceeding two (2) years prior to his termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer Corporation's business or any business of its subsidiaries or affiliatesaffiliates for a competing business; and
(3) shall not communicate with or solicit any person or entity, and who is, or during a six (ii6) will not directly month period prior to Executive's termination of employment was, an employee, salesman, contractor, agent or indirectly compete with the business representative of the EmployerCorporation (hereinafter collectively "Employee or Contractor"), by directly or indirectly being a shareholder or partner of or serving in an effort to obtain such Person as an employee, officer salesman, contractor, agent or director representative of an entity or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, business which (x) was created during the term of the Employee's employment competes with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sCorporation`s business.
Appears in 1 contract
Samples: Employment Agreement (Certified Diabetic Services Inc)
Restrictive Covenant. (a) The Employee acknowledges and the Employer have jointly reviewed the operations agrees that he has access to secret and confidential information of the Employer Company and have agreed its subsidiaries and that the covenants contained in this Section 5 are an essential ingredient of this Agreement following restrictive covenant is necessary to protect the interests and are made in consideration for the payment continued success of the amounts described Company. Except as otherwise expressly consented to in Sections 2 and 3 hereof. The Employee hereby agrees thatwriting by the Company, except with the express prior written consent of the Employer, for a period of one (1) year after until the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(cand whether such employment was under this Agreement or otherwise) (the "Restrictive Restricted Period"), the Employee (i) will not (a) solicit employees shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity engage, in any state or territory of the Employer United States of America or of any subsidiary other country where the Company is actively doing business, in direct or affiliate of indirect competition with the Employer business conducted by the Company or activities in which the Company plans to conduct business.
(b) solicit clients Nothing in this Section 8, whether express or customers implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Employer or Securities Exchange Act of any subsidiary or affiliate of the Employer in respect of any transaction1934, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer as amended, or any privately held company; provided, however, that during the term of its subsidiaries or affiliatesthis agreement, and (ii) will not with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Employervotes eligible to be cast generally by holders of securities of such company for the election of directors.
(c) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by directly or indirectly being a shareholder or partner all of or serving the provisions set forth in the Company's Employee-At-Will, Invention Assignment, Confidentiality and Non-Solicitation Agreement attached hereto as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entityExhibit A, which (x) was created is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employerthis Agreement, and any time hereafter.
(yd) which owns Employee acknowledges and agrees that in the event of a breach or operates a business which is either: (A) an insurer threatened breach of the provisions of this Section 8 or reinsurer of asset backed securitiesExhibit A by Employee the Company may suffer irreparable harm and therefore, mortgage backed securities the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If provide the Employee violates the Restrictive Covenant any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and the Employer brings legal action for also to obtain immediate injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit restraining the Employee from owning directly conduct in breach or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) threatened breach of the outstanding capital stock covenants. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any business similar to that of damages from the Employer'sEmployee.
Appears in 1 contract
Samples: Employment Agreement (Goamerica Inc)
Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionf), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.
Appears in 1 contract
