NON-COMPETITION AND NON-DISCLOSURE. (a) Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Holding Company or its Subsidiaries for a period of one (1) year following such termination in any city, town or county in which the Executive's normal business office is located and the Holding Company or any of its Subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its Subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company or its Subsidiaries, its business and property in the event of Executive's breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company or its Subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its Subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its Subsidiaries from pursuing any other remedies available to the Holding Company or its Subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company and its Subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company and its Subsidiaries. Executive will not, during or after the term of h...
NON-COMPETITION AND NON-DISCLOSURE. (a) As a material inducement for the Bank to enter into this Agreement, upon any termination of Executive’s employment hereunder pursuant to the terms of this Agreement, other than a termination of Executive’s employment under Sections 5(a)(iii) or 6 of this Agreement, Executive agrees not to compete with the Bank for a period of two (2) years following such termination in any city, town or county in which Executive’s normal business office is located and the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank. Executive further agrees that for a period of two (2) years following any termination of employment, he shall not directly or indirectly, solicit, hire, or entice any of the following to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company: (i) any person who was an employee of the Bank or the Company during the term of this Agreement; or (ii) any customer or client of the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Sections (i) and (ii) of this Section 11(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Subsection agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the business activities, plans for busin...
NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company, its business and property in the event of Executive's breach of this Section 8(a), agree that in the event of any such breach by Executive, the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries ...
NON-COMPETITION AND NON-DISCLOSURE. (a) During the term of this Agreement, the Executive shall not, without the written consent of the Claridge , alone or with others, directly or indirectly, participate, engage or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant, or otherwise) any business activity that is in competition with the Claridge's business as then constituted .
(b) Nothing in this Agreement shall prohibit the Executive from acquiring or owning, without disclosure to the Company, less than one (1%) percent of the outstanding securities of any class of any corporation listed on a national securities exchange or traded in the over-the-counter market.
(c) During and after the term of this Agreement, the Executive agrees that all information which may have been obtained during the course of employment will be kept strictly confidential with respect to the business practices, finances, developments, customer's affairs, and trade secrets of the Claridge not generally known to the public. The Executive will not disclose such information to any other person, firm or corporation, except solely in the course of business on behalf of the Claridge pursuant to this Agreement. The Executive further agrees that upon the termination of employment (irrespective of the time, manner or cause of termination), all lists, books, written records and data of every kind relating to or in connection with the Claridge's customers and business will be delivered and returned to the Claridge.
(i) Subject to the provisions of subparagraph 6(d)(ii) (change of control) below, if this Agreement is terminated pursuant to subparagraph 5(a)(v) (voluntary resignation) above, the Executive agrees that for a period of one (1) year thereafter the Executive shall not compete with the Claridge, or engage in the casino business in Atlantic City, New Jersey, as an officer, director, stockholder, employee, representative, agent, or consultant.
(ii) In the event the Claridge, its shareholders, or persons having voting control enter into an agreement to sell, acquire, merge or consolidate the assets or stock of the Claridge with the anticipated result that a change of control of the Claridge or the Claridge's business as presently constituted would occur upon the closing of such agreement, the Executive may terminate this Agreement pursuant to subparagraph 5(a)(v) (voluntary resignation) above. In these circumstances, the Executive shall not be precluded from...
NON-COMPETITION AND NON-DISCLOSURE. (a) The Employee acknowledges that in the course of his employment hereunder, he may obtain knowledge of confidential matters essential to the business and competitive position of the Company, including, without limitation, customer and candidate lists, business strategies, financial information and trade secrets that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company.
(b) The Employee therefore agrees that he shall not, at any time during his employment hereunder and for a period of one (1) year thereafter, accept employment as an officer, director or employee of, or be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients.
(c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its affiliates, employees, principals, customers, or business associates) during the course of the Employee's employment, and not generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. The Employee agrees that during the Employee's employment hereunder, and following the termination of the Employee's employment, th...
NON-COMPETITION AND NON-DISCLOSURE. The parties hereto each acknowledge and agree that, concurrently with this Agreement, they enter into a Non-competition and Non-disclosure Agreement ("Non-Disclosure Agreement") and that such Non-Disclosure and Non-Competition Agreement shall remain in full force and effect throughout the Term hereof and shall survive the termination of this Agreement. A copy of the Non-Disclosure Agreement is attached hereto as Exhibit A. Executive acknowledges that the provisions of the Non-Disclosure Agreement are fair and reasonable and necessary to protect the good will and interest of the Corporation and its subsidiaries and shall constitute separate and severable undertakings given for the benefit of each of the Corporation and each subsidiary and may be enforced by the Corporation on behalf of any of them.
NON-COMPETITION AND NON-DISCLOSURE. (a) Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall prohibit Executive from acquiring or owning without disclosure to the Employer less than 1% of the outstanding securities of any class of any corporation that are listed on a national securities exchange or traded in the over-the-counter market.
(b) During and after the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall keep strictly confidential all non-public proprietary information which Executive may obtain during the course of Executive's employment with respect to the business practices, finances, developments, marketing, sales, customers, affairs, trade secrets and other confidential information of Employer which shall remain the Employer's exclusive property and the Executive shall not disclose the same, except solely in the course of business on behalf of and for the benefit of Employer pursuant to this Agreement. Executive further agrees that immediately upon the termination of his employment (irrespective of the time, manner or cause of termination), Executive will surrender and deliver to Employer all (1) lists, books, records, memoranda and data, computer discs, computer access codes, magnetic media, software, of every kind relating to or in connection with Employer's Business and customers and suppliers of Employer, and (2) all of Employer's personal and physical property.
(c) During the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall not compete, directly or indirectly, with Employer in Employer's Business.
(d) During the Term of Employment and for a period of two years thereafter, Executive covenants and agrees that Executive shall not, alone or with others, directly or indirectly:
(i) solicit for Executive's benefit or the benefit of any person or organization other than Employer, the employment or other services of any Executive or consultant of Employer; or
(ii) solicit for Executive's benefit or the benefit of any person or organization other than Employer, the employment of any Executive of any customer of Employer, to compete in an area of business activity similar to that conducted by Employer.
NON-COMPETITION AND NON-DISCLOSURE. (a) Upon any termination of Executive’s employment pursuant to Section 4 of this Agreement, Executive agrees not to compete with the Company or its subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located and the Company or any of its subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Company or its subsidiaries, its business and property in the event of Executive’s breach of this Subsection 10(a) agree that in the event of any such breach by Executive, the Company or its subsidiaries, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s 11 partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment pursuant to Section 4 of this Agreement, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Company or its subsidiaries from pursuing any other remedies available to the Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and its subsidiaries as it may exist from time to time, is a valuable, special and unique asset of the business of the Company and its subsidiaries. Executive will not, during or after the term of his employment, disclose any knowledge of the past, prese...
NON-COMPETITION AND NON-DISCLOSURE. The Company and the Executive agree as follows:
a. During the term of this Agreement, the Company agrees that it will disclose to Executive Confidential Information, as defined in this section, to the extent necessary for Executive to carry out his obligations to the Company. During and after his employment by the Company, the Executive agrees that he shall not directly or indirectly disclose any Confidential Information, as defined in this section, unless such disclosure is: (i) to an employee or a member of the Board of Directors of, Parent, the Company or its subsidiaries; or (ii) to a person to whom disclosure is reasonably necessary or appropriate in connection with the performance of his duties as an executive of the Company; or (iii) authorized in writing by the Board of Directors; or (iv)
NON-COMPETITION AND NON-DISCLOSURE. (a) To induce the Bank and the Company to enter into this Agreement, Executive agrees that while employed by the Bank or the Company and for a period of one (1) year after the termination of employment or service of Executive hereunder (the “Restricted Period”), Executive shall not, within Jacksonville, Florida Metropolitan Statistical Area or any county where the Bank has offices as of the Termination Date (the “Restricted Area”), as principal, agent, trustee or through the agency or on behalf of any person or entity, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking (individually and collectively, the “Business”), (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Shareholder”) of any person or entity engaged in or controlling any such Business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such Business within the Restricted Area. Following termination of Executive's employment with the Bank, the Company or any of their affiliates, and for the remainder of the Restricted Period, Executive shall not solicit any officer or employee of the Bank, the Company, or any of their affiliates (or any person whose employment with the Bank, the Company or any of their affiliates was terminated within the immediately preceding six month period) to leave their employment, or any director of the Bank, the Company, or any of their affiliates to terminate his or her service as such, or any director, officer or employee to become a director, officer or employee of any other person or entity engaged in the Business for any reason or otherwise interfere with any employment relationships of the Company, the Bank, or their affiliates.
(b) Executive recognizes and acknowledges that she has had, and as [a director and an officer] of the Company and the Bank will have, access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including customer information and lists, credit information, organization, pricing, xxxx-ups, commissions, and other information...
