Executives Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason or by reason of death, Disability or Retirement or (iv) the termination by the Company of the Executive's employment for any reason.
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(xv) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or conf...
Executives Covenants. The Executive hereby agrees to the following:
Executives Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the term of this Agreement, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six months from the date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason (determined by treating the Potential Change in Control as a Change in Control in applying the definition of Good Reason), by reason of death or Retirement; or (iv) the termination by the Company of the Executive's employment for any reason.
Executives Covenants. In consideration of the Company’s agreement to pay the benefits in accordance with Section 2 and in recognition of the services that the Executive provides to the Company and its Affiliates that are conducting, or intend to conduct, business in worldwide markets, the Executive agrees to the covenants set forth in this Section 3.
Executives Covenants. 11.1 The Executive shall not, without the prior written consent of the Company, be or become directly or indirectly engaged or concerned or interested in any other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during his employment hereunder. However nothing herein shall prevent the Executive from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the Unilever Group.
11.2 The Executive shall not, for the period of six months following the Termination Date, work for or be engaged by, or otherwise be involved with, any material competitors, suppliers, customers or partners of the Company or of any member of the Unilever Group, without the prior written consent of the Company, which consent will not be unreasonably withheld.
Executives Covenants. 12.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 and 12.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests.
12.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies.
12.3 The Executive hereby covenants with the Company that he will not for the period of 12 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of Directors, directly or indirectly:
12.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or
12.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or
12.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at ...
Executives Covenants. The Executive shall hold in a fiduciary capacity for the benefit of the Bank or the Company all secret or confidential information, knowledge or data relating to the Bank, the Company or any Subsidiary, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Bank, the Company or any Subsidiary and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Bank or the Company, the Executive shall not, without the prior written consent of the Bank or the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or any Subsidiary and those persons designated by the Bank or the Company. In no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
Executives Covenants. 15.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to confidential information of the Company and its Associated Companies (including without limitation those matters specified in Clause 13.3 of this Agreement) and he will also receive and have access to detailed client/customer lists and information relating to the operations and business requirements of those clients/customers and accordingly he is willing to enter into the covenants described in this Clause 15 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests.
15.2 In this Clause 15:
Executives Covenants. The Executive agrees that, because of the nature of his position he could irreparably harm the Employer should he leave the Employer’s employ and enter into competition with the Employer and make use of the knowledge, contacts and connections acquired during his employment with the Employer. Accordingly, the Executive agrees that: For a period of one (1) year following the cessation of his employment with the Employer, regardless of how that cessation occurred, he will not directly or indirectly solicit on his own behalf, or on behalf of other individuals or entities, business from any customer or potential customer of the Employer serviced or solicited by the Executive during his employment with the Employer; For a period of one (1) year following the cessation of his employment with the Employer, regardless of how that cessation occurred, he will not directly or indirectly solicit on his own behalf, or on the behalf of other individuals or entities, business from any customer or potential customer of the Employer who is located in, or operates in the Province of Alberta. The Executive further agrees, during the course of his employment with his Employer and afterwards, to keep confidential and refrain from using, directly or indirectly, all information known or used by the Employer in its business that is not publicly known. The confidential information shall specifically include, but shall not be limited to: Business opportunities, including all ventures consider by the Employer, whether or not they are pursued. Customer information, including customer names and addresses, markets, knowledge of the Employer’s contracts with the customers and details of pricing, estimating and supply strategies; Financial information, including the Employer’s costs, sales, income, profits, salaries and wages. The Executive acknowledge that the covenants contained in paragraphs 19 and 20 above are reasonable on the part of the Employer and shall survive the termination of this Agreement. The Executive further agrees to return to the Employer, immediately upon cessation of his employment, regardless of how that cessation occurs, all business documents, lists, records, files and all property of the Employer, including any copies of these items.
