CRITICAL EMPLOYEE AGREEMENT (Employees Tier 1-3)
Exhibit 10.3
(Employees Tier 1-3)
In connection with employment with ▇▇▇▇▇▇▇ Resolution, its parents, subsidiaries, and affiliates (collectively “▇▇▇▇▇▇▇ Resolution” or the “Company”), the undersigned (the “Employee”) enters into this Critical Employee Agreement (the “Agreement”).
WHEREAS, Employee will hold an important position with ▇▇▇▇▇▇▇ Resolution and thus will have access to highly confidential and valuable proprietary information, trade secrets, operations, plans, and strategies, as well as attorney-client privileged information, belonging to ▇▇▇▇▇▇▇ Resolution; and ▇▇▇▇▇▇▇ Resolution has a legitimate business interest in protecting this information;
WHEREAS, Employee acknowledges that by virtue of Employee’s critical position with ▇▇▇▇▇▇▇ Resolution, the Employee would pose a risk of harm to the Company’s business and reputation if the Employee were in the employ of a competitor or solicited the employment or engagement of ▇▇▇▇▇▇▇ Resolution employees, customers or business partners;
WHEREAS, Employee has, contemporaneously with the execution of this Agreement, entered into a New Hire/Employee Agreement, which remains in effect and which the parties reaffirm. The obligations contained in this Agreement shall be in addition to, and not in lieu of, the obligations contained in therein;
WHEREAS, Employee agrees that this Agreement is supported by good and valuable consideration, including anticipated employment with the Company, the sufficiency of which is acknowledged and agreed by Employee; and
WHEREAS, Employee agrees to be bound by the terms of this Agreement during and after the termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution and further agrees not to challenge the enforceability of this Agreement.
NOW THEREFORE, Employee agrees as follows:
1. | Restrictive Covenants. |
Employee agrees that:
(a) | Restriction on Solicitation of Employees: |
While employed by ▇▇▇▇▇▇▇ Resolution and for a one year period following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution for any reason, Employee will not directly or indirectly solicit, encourage or induce any employee of ▇▇▇▇▇▇▇ Resolution to terminate employment with ▇▇▇▇▇▇▇ Resolution, and will not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, solicit for employment, offer employment to, or employ any person who is employed by ▇▇▇▇▇▇▇ Resolution (“▇▇▇▇▇▇▇ Resolution employee”).
Employee further agrees that during the one-year period following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution for any reason, any subsequent employer’s hiring of a ▇▇▇▇▇▇▇ Resolution employee into a position that reports to Employee, either directly or indirectly, will create a rebuttable presumption that this paragraph has been breached. For the purposes of this paragraph, "solicit for employment" includes but is not limited to: (i)
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interviewing a ▇▇▇▇▇▇▇ Resolution employee, (ii) communicating in any fashion and through any means with a ▇▇▇▇▇▇▇ Resolution employee in connection with an employment opportunity at another employer, or (iii) otherwise assisting or participating in the soliciting of a ▇▇▇▇▇▇▇ Resolution employee in connection with an employment opportunity at another employer.
(b) | Restriction on Solicitation of Business: |
While employed by ▇▇▇▇▇▇▇ Resolution and for a six-month period following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution for any reason, Employee will not directly or indirectly seek, solicit or divert any business away from ▇▇▇▇▇▇▇ Resolution, including any former, present or prospective customer or business partner who becomes known to Employee at any time during Employee’s employment at ▇▇▇▇▇▇▇ Resolution, with respect to any product or service sold or provided by ▇▇▇▇▇▇▇ Resolution during Employee’s employment or that is under development by ▇▇▇▇▇▇▇ Resolution at the time Employee’s employment ends. Moreover, while employed by ▇▇▇▇▇▇▇ Resolution and for a one- year period following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution for any reason, Employee will not solicit, entice, advise, persuade or induce any individual or entity, including but not limited to any customer, supplier, vendor, investor, equity or financing source, or other contracting party of ▇▇▇▇▇▇▇ Resolution to terminate, reduce or refrain from renewing their present or prospective contractual or business relationship with ▇▇▇▇▇▇▇ Resolution.
(c) | Restriction on Working for a Competitor: |
While employed by ▇▇▇▇▇▇▇ Resolution and for a six-month period following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution for any reason, Employee will not become associated with any entity, whether as a principal, partner, employee, agent, consultant, shareholder (other than as a holder or a member of a group that is a holder, of not in excess of 1% of the outstanding voting shares of any publicly traded company) or in any other relationship or capacity, paid or unpaid, that is actively engaged in providing, either directly or indirectly, in any geographical area within the U.S. where ▇▇▇▇▇▇▇ Resolution’s services are provided, any services that are the same as or similar to services that as of the date of Employee’s termination are being sold or provided, either directly or indirectly, by ▇▇▇▇▇▇▇ Resolution; provided, that after the termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution, Employee will be permitted to become employed by such entity so long as Employee’s subsequent position is not the same as, or substantially similar in any material respect to, any position that Employee held within two years preceding Employee’s termination from ▇▇▇▇▇▇▇ Resolution. ▇▇▇▇▇▇▇ Resolution shall, in its sole discretion, have the right to enforce or waive the terms of this provision.
2. | Future Employment. |
Employee agrees to provide a copy of this Agreement to any prospective employer that Employee may have following termination of Employee’s employment with ▇▇▇▇▇▇▇ Resolution, whether voluntary or involuntary, during the period of time covered by this agreement. Employee will also provide the name and business address of any such prospective employer to ▇▇▇▇▇▇▇ Resolution immediately upon hire during the time period covered by this Agreement. ▇▇▇▇▇▇▇ Resolution will have the right to communicate with any of Employee's future or prospective employers concerning Employee's continuing obligations pursuant to this Agreement.
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3. | Reasonableness Of Restrictions And Obligations. |
Employee acknowledges and agrees that Employee is able to work in the occupation of Employee’s choice and that the restrictions and obligations contained in this Agreement do not impair Employee’s ability to work in Employee’s chosen occupation. Employee further acknowledges and agrees that the restrictions and obligations contained in this Agreement are reasonable and necessary in order to protect the legitimate interests of ▇▇▇▇▇▇▇ Resolution, including but not limited to ▇▇▇▇▇▇▇ Resolution's interests in protecting its investment in Employee's training and development, in protecting ▇▇▇▇▇▇▇ Resolution from unfair competition and in protecting the goodwill and business "know how" of ▇▇▇▇▇▇▇ Resolution.
4. | Choice of Law. |
This Agreement shall be governed by the laws of the State of Connecticut, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.
5. | Dispute Resolution. |
Any dispute or controversy arising under or in connection with this Agreement shall, upon thirty (30) days written notice by either party, be submitted to the American Arbitration Association (“AAA”) to be decided by final binding arbitration before a single arbitrator mutually acceptable to the parties, in accordance with the employment rules then prevailing of the AAA. Judgment upon the arbitration award may be enforced by any court of competent jurisdiction. The cost of any arbitration proceedings shall be shared equally by the parties to such dispute. The arbitration proceedings will take place in the United States city closest to Employee’s place of residence in which ▇▇▇▇▇▇▇ Resolution maintains an office. Employee agrees that any dispute submitted to arbitration under this provision shall be arbitrated on an individual basis; no dispute between Employee and ▇▇▇▇▇▇▇ Resolution may be consolidated or joined with a dispute between any other employee and ▇▇▇▇▇▇▇ Resolution, nor may Employee seek to bring Employee’s dispute on behalf of other employees as a class or collective action. For purposes of this Section, the term “employee” includes both current and former employees of ▇▇▇▇▇▇▇ Resolution.
6. | Modification and Reformation. |
Employee agrees that this Agreement may not be modified or amended except by a written instrument executed by the Employee and the General Counsel of ▇▇▇▇▇▇▇ Resolution or designee thereof. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event of a determination that any of the provisions of paragraphs 1 are not enforceable in accordance with their terms, Employee agrees that those provisions shall be reformed to make the provisions enforceable in a manner that provides ▇▇▇▇▇▇▇ Resolution the maximum rights permitted at law.
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7. | Assignment. |
Employee understands that during the course of Employee’s employment, ▇▇▇▇▇▇▇ Resolution may grow or expand through merger, acquisition or otherwise. Employee acknowledges that this Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors of ▇▇▇▇▇▇▇ Resolution by reorganization, merger, acquisition or otherwise and any assignee of all or substantially all of ▇▇▇▇▇▇▇ Resolution's business or properties.
8. | Review and Consultation. |
Employee acknowledges that s/he has carefully read this Agreement, fully understands all of its provisions, had a sufficient opportunity to consider its effect, and had an opportunity to consult with an attorney prior to executing this Agreement. Employee knowingly and voluntarily enters into this Agreement.
______________________________ | ______________________________ | |
Employee Signature: | Witness Signature: | |
______________________________ | ______________________________ | |
Employee Name (Print) | Witness Name (Print) | |
Date: | Date: | |
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