Conduct Detrimental to the Company means: (i) You engage in serious misconduct, whether or not such serious misconduct is discovered by the Company prior to the termination of your Service; (ii) You breach your obligations to the Company or an Affiliate under any of your written agreements with the Company or an Affiliate; or (iii) You engage in Conflicting Activities (as defined below). For purposes of this Agreement, “Conflicting Activities” means, without advance, express, written consent of the Company’s Chief Legal and Administrative Officer:
Conduct Detrimental to the Company means: (i) you engage in serious misconduct, whether or not such serious misconduct is discovered by the Company prior to the termination of your Service; (ii) you breach your obligations to the Company or an Affiliate under any of your written agreements with the Company or an Affiliate; (iii) you engage in Conflicting Activities (as defined below); or (iv) you solicit the Company’s employees (as defined below). For purposes of this Agreement, a “Company employee” means any person employed by the Company or any of its Subsidiaries and “solicit the Company’s employees” means that you communicate in any way with any other person regarding (i) a Company employee leaving the employ of the Company or any of its Subsidiaries; or (ii) a Company employee seeking employment with any other employer. This provision does not apply to those communications that are within the scope of your employment that are taken on behalf of your employer.
Conduct Detrimental to the Company means: (i) You engage in serious misconduct, whether or not such serious misconduct is discovered by the Company prior to the termination of your Service; (ii) You breach your obligations to the Company or an Affiliate under any of your written agreements with the Company or an Affiliate; or (iii) You engage in Conflicting Activities (as defined below). For purposes of this Agreement, “Conflicting Activities” means, without advance, express, written consent of the Company’s Chief Human Resources Officer: (i) You are or become a principal, owner, officer, director, shareholder, or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Direct Competitor (as defined below); (ii) You are or become a partner or joint venturer in any business or other enterprise or undertaking with a Direct Competitor; (iii) You work or perform services (including contract, consulting, or advisory services) for a Direct Competitor in any geographic area where the Company or an Affiliate materially conducts business, if your services are similar in any material way to the services you performed for the Company or an Affiliate in the twelve (12) months preceding the termination of your Service; (iv) Except for communications made on behalf of the Company or an Affiliate in the scope of your Service, you advise, assist, attempt to influence or otherwise induce or persuade (or assist any other person in advertising, attempting to influence or otherwise induce or persuade) any person employed by the Company or an Affiliate to end such employment with the Company or an Affiliate; or (v) You solicit, divert, take away, or attempt to solicit, divert or take away, directly or by assistance of others, any business from the Company’s clients or customers, including actively sought clients or customers, with whom you have or have had material contact during your Service for purposes of providing products or services that are competitive with those provided by the Company.
Examples of Conduct Detrimental to the Company in a sentence
You may be subject to a Restricted Period for any reason that the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.
For purposes of this provision, you acknowledge that you may be subject to a Restricted Period for any reason that the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to you during an investigation of allegations of misconduct or Conduct Detrimental to the Company by you.
You understand and agree that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to your Conduct Detrimental to the Company.
Executive acknowledges and agrees that the Company and its shareholders need to protect themselves from Conduct Detrimental to the Company and the provisions of this Section are designed to protect the Company and its shareholders from Conduct Detrimental to the Company.
You understand and agree that the forfeiture and/or repayment under this Agreement is separate from and does not preclude the Company from seeking relief based on your conduct that constitutes Conduct Detrimental to the Company.
More Definitions of Conduct Detrimental to the Company
Conduct Detrimental to the Company with respect to a Grantee shall have the meaning set forth in an applicable agreement between such Grantee and the Company or an Affiliate (and may be referred to as “Repayment Behavior” therein).
Conduct Detrimental to the Company means the Grantee breaches his non-competition, non-solicitation of customers, or non-solicitation of employees obligations under the Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete executed with the Company or any agreement under which the Grantee owes the Company or an affiliate any duties regarding non-disclosure, non-solicitation, non-interference, non-competition, or non-disparagement. The Grantee acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because the Grantee acknowledges that the Company and, if applicable, its Affiliate, has promised and the Grantee has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees, specialized training, and association with the goodwill of the Company and, if applicable, its Affiliate.
Conduct Detrimental to the Company means the Grantee breaches his non-competition, non-solicitation of customers, or non- solicitation of employees obligations under the Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete executed with the Company or any agreement under which the Grantee owes the Company or an affiliate any duties regarding non- disclosure, non-solicitation, non-interference, non-competition, or non-disparagement. The Grantee acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because the Grantee acknowledges that the Company and, if applicable, its Affiliate, has promised and the Grantee has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees, specialized training, and association with the goodwill of the Company and, if applicable, its Affiliate.
Conduct Detrimental to the Company as used in this Section, means:
Conduct Detrimental to the Company means:
(i) Participant engages in Serious Misconduct (whether or not such Serious Misconduct is discovered by the Company prior to the Participant’s Termination of Employment);
(ii) Participant breaches his or her obligations to the Company, or an Affiliate, with respect to confidential and proprietary information or trade secrets;
(iii) Participant breaches his or her non-competition, non-solicitation of customers, or non-solicitation of employees obligations under the Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete (“PIINS Agreement”), which is attached hereto as Exhibit A and incorporated by reference as if fully set forth herein, or any other agreement under which Participant owes the Company or an affiliate any duties regarding non-disclosure, non-solicitation, non-interference, non-competition, or non-disparagement;
(iv) Participant violates any other legal obligation Participant owes to the Company, whether provided for by statute or under the common law of any state or federal jurisdiction, including, but not limited to, obligations regarding confidentiality, duties of loyalty, duties of good faith, duties of candor, duties to disclose opportunities, or other similar fiduciary duties; or
(v) Participant seeks to have any of the obligations listed above in (i)-(iv) found unenforceable or invalid or modified for any reason. Participant acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because Participant acknowledges that the Company and, if applicable, its Affiliate, has promised and the Participant has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees, specialized training, and association with the goodwill of the Company and, if applicable, its Affiliate.
Conduct Detrimental to the Company means:(a)conduct that results in the Participant’s termination for Cause as defined in Section 2.3 (or that would have resulted in termination for Cause if known by the Company prior to the termination of Participant’s employment);(b)conduct in violation of the MTS Employee Agreements and any similar document between the Participant and the Company;(c)violation of the provisions of Section 5.1 of this Plan; or (d)restatement of the Company’s financial statements resulting from errors, omissions or fraud by the Participant during the Participant’s employment with the Company or its Affiliates.
Conduct Detrimental to the Company means:
(A) You engage in Serious Misconduct (as defined below), whether or not such Serious Misconduct is discovered by the Company prior to your Termination of Employment;
(B) You breach your obligations to the Company or any of its Affiliates with respect to (i) confidential and proprietary information or trade secrets, or (ii) any written non-compete, non-disclosure or non-solicitation agreement with the Company or any of its Affiliates; or
(C) You seek to have any non-compete, non-disclosure or non-solicitation obligations in a written agreement between you and the Company or any of its Affiliates found unenforceable or invalid for any reason You acknowledge that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because you acknowledge that the Company and, if applicable, its Affiliates, has promised and you have been entrusted with access to significant confidential or trade secret or propriety information of the Company and/or its Affiliates, as well as access to relationships and information regarding the Company’s and its Affiliates’ customers, vendors, and employees.