Executive Covenants. This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.
Executive Covenants. (a) For the purposes of this Section 6, the term “Company” shall include Abercrombie & Fitch Management Co. and all of its subsidiaries, parent companies and affiliates thereof
Executive Covenants. Executive acknowledges that the covenants contained in Section 6 of this Agreement survive the termination of the Term and that the consideration noted in Section 2, as well as Executive’s employment, is sufficient compensation for such covenants. For purposes of this Section 6, “Company” means the Company and its subsidiaries, parent companies and affiliated companies.
Executive Covenants. The Executive acknowledges that as a result of the services to be rendered to the Company hereunder, the Executive will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. The Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its services are marketed throughout the world; and that the Company competes with other organizations that are or could be located in nearly any part of the United States or elsewhere. In recognition of the foregoing:
(a) Except with the consent of or as directed by the Company, or except if compelled by judicial or legal authorities, the Executive will keep confidential and not divulge to any other person, during the Employment Period or thereafter, any Confidential Information and Trade Secrets regarding the Company, its subsidiaries and affiliates, except for information which is or becomes publicly available other than as a result of disclosure by the Executive. For the purposes of this Agreement "Confidential Information and Trade Secrets" means information which is confidential and secret to the Company, its subsidiaries and affiliates. It may include, but is not limited to, information relating to new and future concepts and business of the Company, its subsidiaries and affiliates, in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, the Executive is to consider information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliates which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliates as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in the Executive's mind as to whether information is secret and confidential to the Company, its subsidiaries and affiliates, the Executive agrees to request an opinion, in writing, from the Company.
Executive Covenants. This is an Exhibit B to, and forms a part of, the Aramark Agreement Relating to Employment and Post-Employment Competition between Executive and Aramark (the “Management Committee Agreement). This Exhibit shall not diminish in any way Executive’s rights under the terms of such Management Committee Agreement, except that Executive’s receipt of benefits under this Exhibit is contingent upon Executive’s compliance in all material respects with all of the terms and conditions of the Management Committee Agreement.
Executive Covenants. Provided that the Company is not in material default to the Executive on any of its obligations under this Agreement, the Executive agrees as follows:
(a) Except with the consent of or as directed by the Board or otherwise in the ordinary course of the business of the Company or any subsidiary, affiliate or investee in which the Company holds, directly or indirectly, more than a 20% equity interest (a “Significant Investee”), the Executive shall keep confidential and not divulge to any other person, during the Employment Period or thereafter, any business secrets and other confidential information regarding the Company, its subsidiaries, its affiliates and/or its Significant Investees, except for information which is or becomes publicly available or known within the relevant trade or industry other than as a result of disclosure by the Executive in violation of this Section 5(a). Anything herein to the contrary notwithstanding, the provisions of this Section 5(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make accessible any information, (ii) when disclosure is necessary to resolve an issue raised in good faith in any litigation, arbitration or mediation involving this Agreement or any other agreement between the Executive and the Company or any of its subsidiaries, affiliates or Significant Investees, including, but not limited to, the enforcement of such agreements or (iii) when disclosure is required in connection with the Executive’s cooperation pursuant to Section 5(f). Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if the Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, the Executive agrees to waive the Executive’s right to recover monetary damages in connection with an...
Executive Covenants. In consideration of Executive’s continued employment with Company and the benefits and payments described in this Agreement, Executive agrees to comply with and adhere to the following covenants during Executive’s period of employment with Company, including during any notice period of termination of employment and during a period of twelve (12) months commencing upon notice of termination of Executive’s employment with Company for any reason:
Executive Covenants. Executive acknowledges that the covenants contained in Section 7 of this Agreement shall survive the termination of the Term and that the consideration noted in Section 3, as well as Executive’s employment, is sufficient compensation for such covenants.
Executive Covenants. Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.
Executive Covenants. In order to induce the Company to enter into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when it is in the interest of the Company, or with the consent of or as directed by the Board, the Executive shall keep confidential and shall not divulge to any other person or entity, during the term of the Executive's employment or thereafter, any of the business secrets or other confidential information regarding the Company or its subsidiaries which have not otherwise become public knowledge.
(b) All papers, books and records of every kind and description relating to the business and affairs of the Company, whether or not prepared by the Executive, shall be the sole and exclusive property of the Company, and the Executive shall surrender them to the Company at any time upon request by the Board.
(c) During the term of employment by the Company, and for a period of one (1) year thereafter unless the Agreement is terminated pursuant to Paragraph 8(d) hereof, the Executive shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld)
(i) participate as a director, stockholder or partner, or have any direct or indirect financial interest as creditor, in any business which directly or indirectly competes with the Company or its subsidiaries which exist as of the date of the termination of this Agreement (the "Existing Subsidiaries"); provided, however, that nothing in this Agreement shall restrict the Executive from holding up to two (2%) percent of the outstanding capital stock or other securities of any publicly traded entity; (ii) solicit any customers of the Company or its Existing Subsidiaries to stop or reduce the business such customer is conducting with the Company or its Existing Subsidiaries; or (iii) directly or indirectly, act in the capacity of an executive officer, employee or in any other capacity for or of any company or other entity, within the continental United States, which designs, develops, markets or supports software communications and network gateway products or otherwise designs, develops or markets any products in competition with any of the products of the Company or its Existing Subsidiaries.
(d) The parties agree that the Executive's services are unique and that any breach or threatened breach of the provisions of this Paragraph 3 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy. Accordingly, the Company shall...
