Survival of Certain Employment Agreement Provisions. Executive agrees that the provisions of Executive Confidentiality and Non-Compete Agreement (as referenced in Section 1(d) of the Employment Agreement) as in effect as of the Termination Date survives the termination of Executive’s employment with Company.
Survival of Certain Employment Agreement Provisions. The Company and the Executive agree that Sections 9, 10, 11, 13.1 and 13.2 of the Employment Agreement shall continue in full force and effect following the Effective Date, provided, however, that the noncompetition covenant set forth in Section 11.2 of the Employment Agreement shall be enforceable by the Company for a period of one year following the Effective Date and shall thereafter terminate.
Survival of Certain Employment Agreement Provisions. We would also like to take this opportunity to remind you that, notwithstanding the termination of your employment with the Company, certain of your obligations under the Employment Agreement and other agreements that you may have signed during your employment with the Company continue. These obligations include, but may not be limited to, obligations relating to Confidential Information and Trade Secrets, as well as non-competition and non-solicitation, as set forth in Article IV of the Employment Agreement.
Survival of Certain Employment Agreement Provisions. Sections 6 (Non-Competition; Non-Solicitation; No Hire), 7 (Nondisclosure of Proprietary Information), 8 (Non-Disparagement), 9 (Cooperation), 10 (Parachute Payments and Excise Taxes), 11 (Injunctive Relief), 12 (Section 409A), 14 (Indemnification and Insurance; Legal Expenses), and 23 (Arbitration) shall survive the termination of the Employment Agreement upon the Transition Date and shall continue to apply in accordance with their terms (and are accordingly hereby incorporated by reference as terms of this Agreement). For the avoidance of doubt, the “Restricted Period” (as defined in the Employment Agreement) will commence on January 1, 2014. Notwithstanding the language in Section 9 of the Employment Agreement to the contrary, Executive shall not be entitled to receive compensation at a per diem rate for providing the cooperation envisaged by Section 9 for so long as Executive continues to serve as a non-employee member of the Board. Notwithstanding the execution of this Agreement, the Company shall continue to have the right to add or substitute “Competitive Entities” in accordance with the terms of Section 6(a)(i) of the Employment Agreement at any time prior to January 1, 2014 and may deliver the list of 50 individuals contemplated by Section 6(a)(ii) of the Employment Agreement at any time prior to the expiration of the 30-day period immediately following the Transition Date.
Survival of Certain Employment Agreement Provisions. The Parties acknowledge and agree that the provisions of Section 8.2 (“No Mitigation; No Offset”), Section 10 (“Indemnification”), Section 11 (“Covenant Not to Engage in Certain Acts”), Section 12 (“Confidential Information and Company Property”) and Section 15 (“Right to Seek Injunctive Relief”) of the Employment Agreement (collectively the “Surviving Sections”) shall survive the termination of the Employment Agreement and the termination of the Executive’s employment with the Company, and shall remain in full force and effect, and shall be in addition to, rather than in lieu of or replaced by, any similar obligations set forth in the Consulting Agreement that is provided for in Section 5 below. In addition, those definitions contained in Section 1 (“Definitions”) of the Employment Agreement that are integral to an understanding and interpretation of the Surviving Sections shall also survive termination of Executive’s employment and shall remain in full force and effect only to the extent necessary to interpret and enforce such Surviving Sections, except that the following definitions shall be amended as indicated:
Survival of Certain Employment Agreement Provisions. EMPLOYEE agrees that the provisions of Section 7 (Restrictive Covenants), Section 12 (Injunctive Relief; Remedies), and Section 14 (Arbitration) of each of the Employment Agreements, survive the termination of EMPLOYEE’s employment together with any applicable definitions (as may be amended herein) used in such Sections contained in the Employment Agreements.
Survival of Certain Employment Agreement Provisions. As of the Effective Date (defined in Section 10(d)), all rights, obligations and responsibilities of the parties under the Employment Agreement between the Company and Employee, dated September 8, 2011 (“Employment Agreement”) are terminated in all respects, except for Employee’s obligations under Section 6 of the Employment Agreement relating to non-disclosure of the Company’s confidential information and non-solicitation, which survive termination of the Employment Agreement.
Survival of Certain Employment Agreement Provisions. Notwithstanding the expiration and termination of the Employment Agreement, the following provisions of the Employment Agreement will survive and continue in full force and effect (with respect to the provisions referenced in clause (i) below, only through the period referred to therein) as if set forth herein in their entirety, with references to “the Executive” referring to “you” and any similar modifications as are necessary to retain the original meaning and intent of such provisions: (i) the provisions of the Employment Agreement set forth in Section 5(a)(ii) and 5(c)(i) that relate to the payment of a pro-rated bonus for the fiscal year in which your termination occurs will apply solely with respect to the 2010 fiscal year and only if you resign or are terminated without Cause by the Company prior to the payment of annual bonuses in respect of the 2010 fiscal year of the Company (i.e., on or about February 15, 2011); and (ii) the restrictive covenants and remedies set forth in Sections 7, 8 and 9 of the Employment Agreement.
Survival of Certain Employment Agreement Provisions. As of the Separation Date, the Employment Agreement shall automatically terminate and be of no further force and effect, and neither the Company or MMI nor Bassoul shall have any further obligations thereunder, except with respect to Section 5(c) (Continued Health and Medical Benefits), Section 5(g) (Tax Matters), Section 6 (Retirement Benefits), including Exhibit A attached thereto, Section 7 (Payments/Withholding), Section 8 (Successors), Section 9 (Notices), Section 10 (Modifications and Waivers), Section 12 (Governing Law), Section 13 (Invalidity), Section 14 (Headings), Section 15 (Joint and Several), Section 17 (Section 409A) and Section 18 (Indemnification) of the Employment Agreement, which are hereby incorporated by reference as terms of this Agreement.
Survival of Certain Employment Agreement Provisions. As of the Effective Date (defined in Section 10(d)), all rights, obligations and responsibilities of the parties under the Employment Agreement between the Company and Employee, dated December 22, 2010 (“Employment Agreement”) are terminated in all respects, except for Employee’s obligations under Section 6 relating to non-disclosure of the Company’s confidential information, and the Company’s obligations under Section 5 relating to indemnification, which survive termination of the Employment Agreement. A copy of the Employment Agreement is attached for ease of reference.
