Non Competition and Confidentiality. (a) Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions:
(i) the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and
(ii) the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.
(b) The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages ...
Non Competition and Confidentiality. (a) Employee agrees that he shall not compete with Employer as hereinafter provided for a period (the "Noncompete Period") equal to:
(i) if the Employment Period is terminated pursuant to Section 3(c) or (d) hereof, one year beginning as of the first day following such termination, or
(ii) if the Employment Period is terminated pursuant to Section 3(b), (e) or (f) hereof, the longer of (A) two years beginning as of the first day following such termination of the Employment Period and (B) a period commencing on such date and ending on the third anniversary of the Effective Time.
(b) Employee's agreement not to compete with Employer during the Noncompete Period shall be limited to prohibiting Employee from owning a greater than 5% equity interest in, serving as a director, officer, employee or partner of, or being a consultant to or co-venturer with any business enterprise or activity that competes in North America with any line of business conducted by Employer or any of its subsidiaries at the termination of the Employment Period and accounting for more than 5% of Employer's gross revenues for its fiscal year ending immediately prior to the year in which the Employment Period ends. During the Noncompete Period, Employee agrees that he will not hire or attempt to hire any person employed by Employer or any of its subsidiaries during the 24 month period prior to the termination of the Employment Period, assist such a hiring by any other person or entity, encourage any such employee to terminate his relationship with Employer (or any such subsidiary) or solicit or encourage any customer or vendor of Employer to terminate its relationship with Employer.
(c) Employee shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its subsidiaries, and their respective businesses, which shall have been obtained by Employee during Employee's employment by Employer and which shall not be or become public knowledge (other than by acts by Employee or representatives of Employee in violation of this Agreement). After termination of Employee's employment with Employer, Employee shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it.
Non Competition and Confidentiality. Executive shall execute and ----------------------------------- deliver a letter agreement in the form of Exhibit A hereto.
Non Competition and Confidentiality. As an Employee, you will have access to confidential information that is the property of the Employer. You are not permitted to disclose this information outside of the Company. During your time of Employment with the Employer, you may not engage in any work for another Employer that is related to or in competition with the Company. You will fully disclose to your Employer any other Employment relationships that you have and you will be permitted to seek other employment provided that (a.) it does not detract from your ability to fulfill your duties, and (b.) you are not assisting another organization in competing with the employer. It is further acknowledged that upon termination of your employment, you will not solicit business from any of the Employer’s clients for a period of at least [time frame].
Non Competition and Confidentiality. In consideration of the salary and benefits to be provided by the Company hereunder, including particularly the severance arrangements set forth herein, Executive agrees to the following provisions of this Section.
Non Competition and Confidentiality. (a) Executive agrees that, as a condition of receiving benefits under this Agreement, he/she will not render services directly or indirectly to any competing organization located in any market in which MTS is doing business as of Executive's Date of Termination for the period of time during which Executive is receiving benefits under this Agreement or the Change in Control Agreement, in connection with the design, implementation, development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any "Conflicting Product" which as used herein means any product, process, system or service of any person, firm, corporation, organization other than MTS, in existence or under development, which is the same as or similar to or competes with, or has a usage allied to, a product, process, system, or service produced, developed, or used by MTS.
(b) Executive further agrees and acknowledges his/her existing obligation that, at all times during and subsequent to his/her employment with MTS, he/she will not divulge or appropriate to his/her own use or the uses of others any secret or confidential information pertaining to the business of MTS, or any of its subsidiaries, obtained during his/her employment by MTS or any of its subsidiaries.
(c) If Executive violates his/her obligations under subparagraphs (a) and (b) above, any remaining payments or benefits otherwise due Executive pursuant to subparagraphs 4(a) and (b) of this Agreement shall not be paid. This subparagraph (c) specifically does not apply to the subparagraph 4
(a) reduction amount equal to the Qualified Retirement Benefit Supplement, as described in subparagraph 4(d)(v).
Non Competition and Confidentiality. As additional consideration for the employment of Executive by the Company and in order to ensure the preservation and protection of Company good will, trade secrets, and confidential information entrusted to Executive, Executive agrees, during the Period of Employment and for a period of six (6) months after Executive's voluntary termination of employment from the Company or termination for Cause ("Six-Month Term"), to forbear from engaging in any of the activities specifically enumerated in subparagraphs 7.1 through 7.6 below, without first obtaining the written consent of Company. More specifically:
7.1 Executive agrees to forbear during the Six-Month Term from serving as an officer or director of any Competing Enterprise, except serving as a director of a corporation with a class of equity securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934;
7.2 Executive agrees to forbear during the Six-Month Term from serving, as an individual or through an Affiliate of Executive, as a partner in a partnership or joint venture of any kind with any Competing Enterprise;
7.3 Executive agrees to forbear during the Six-Month Term from owning, directly or indirectly, any equity or beneficial interest in any Competing Enterprise, except ownership of less than five percent (5%) of the outstanding voting interests of an Entity with a class of equity interests registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934;
7.4 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential applied research, design, or development of any product, technology, software, process, or service of the Company or any Affiliate of the Company, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that would involve any applied research, design, or development of any similar or competing product, technology, software, process, or service for a Competing Enterprise;
7.5 To the extent that Executive's duties and assignments with the Company or any Affiliate of the Company involved confidential strategic planning, business partnering, business development, marketing, or bid/proposal activities, Executive agrees to forbear from any employment, assistance, consultation or other active participation with any Competing Enterprise during the Six-Month Term that ...
Non Competition and Confidentiality. To the maximum extent permissible by law:
(a) During her employment with the Company and for a period of one (1) year after the termination of her employment with the Company for any reason whatsoever, whether by Employee or by the Company and whether during the term of this Agreement or subsequent to the expiration of this Agreement, Employee shall not, directly or indirectly induce or intentionally influence any customer, employee, consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate employment with the Company.
(b) During her employment with the Company and for a period of nine (9) months following the termination of her employment with the Company for any reason whatsoever, whether by Employee or by the Company and whether during the term of this Agreement or subsequent to the expiration or termination of this Agreement, Employee shall not engage in (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in the retail department store business of any Competitor of the Company. For purposes of this Agreement, a Competitor means each of Macy’s, Inc.; Xxxxxxx’x Inc.; Xxxx’x Corporation; Xxxx, Inc. and X.X. Xxxxxx, Inc. or the affiliates and successors of each of them.
(c) During her employment with the Company and at all times thereafter, and except as required by law, Employee shall not use for her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Employee acquires in the course of her employment, which is not otherwise lawfully known by and readily available to the general public. This confidential information includes, but is not limited to: any material referred to in paragraph 10 or any non-public information regarding the business, marketing, legal or accounting methods, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of employees, suppliers or customers. Employee confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon her termination, whether by Employee or by the Company and whether during the ...
Non Competition and Confidentiality. Xxxxxxxx agrees that during the term of this Agreement, Xxxxxxxx agrees to comply with the then current non-competition and confidentiality policies of the Company.
Non Competition and Confidentiality. The Executive agrees that:
(a) there shall be no obligation on the part of the Company to provide any further payments or benefits (other than payments or benefits already earned or accrued) described in Section 6 if, when, and so long as the Executive shall be employed by or otherwise engage in any business which is competitive with any business of the Company or of any of its subsidiaries, as such business existed as of the effective date of this Agreement, in which the Executive was engaged during his employment, and if such employment or activity is likely to cause or causes serious damage to the Company or any of its subsidiaries; and
(b) during and after the Employment Period, he will not divulge or appropriate to his own use or the use of others any secret or confidential information pertaining to the business of the Company or any of its subsidiaries obtained during his employment by the Company, it being understood that this obligation shall not apply when and to the extent any of such information becomes publicly known or available other than because of his act or omission.
