Acknowledgement by Executive. The Executive represents to the Company that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. The Executive acknowledges that, prior to assenting to the terms of this Agreement; he has been given a reasonable time to review it, to consult with counsel of his choice, and to negotiate at arm’s-length with the Company as to the contents. The Executive and the Company agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that no rule of strict construction is to be applied against any party hereto. The Executive and the Company acknowledge that the terms of this agreement, to the extent of any conflict, including any employment-at-will provisions, supersedes any provisions contained in the Company Employee Handbook.
Acknowledgement by Executive. The Executive has read and fully understands the terms and conditions set forth herein, has had time to reflect on and consider the benefits and consequences of entering into this Agreement and has had the opportunity to review the terms hereof with an attorney or other representative, if he so chooses. The Executive has executed and delivered this Agreement as his free and voluntary act, after having determined that the provisions contained herein are of a material benefit to him, and that the duties and obligations imposed on him hereunder are fair and reasonable and will not prevent him from earning a livelihood following the Date of Termination.
Acknowledgement by Executive. Executive understands and agrees that by executing this Amendment, Executive will be surrendering and forfeiting more RSUs than previously agreed pursuant to the Compensation Reduction Agreement.
Acknowledgement by Executive. The Executive hereby agrees and acknowledges that as of the Effective Date, his or her employment with PDD will be effectively terminated, and the Executive shall become an officer and an employee of the Company, with the duties and responsibilities as set forth in the June 1, 2006 Employment Agreement, and as determined from time to time by the Board of Directors of the Company. AGREEMENT TO ASSIGN AND ASSUME EMPLOYMENT AGREEMENT
Acknowledgement by Executive. The Executive acknowledges and confirms that (a) the restrictive covenants contained in this Article 6 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Article 6 (including without limitation the length of the term of the provisions of this Article 6) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein
Acknowledgement by Executive. The Executive acknowledges and confirms that the restrictive covenants contained in this Section 6 (including without limitation the length of the term of the provisions of this Section 6) are reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that the compensation payable to the Executive under this Agreement is in consideration for the duties and obligations of the Executive hereunder, including the restrictive covenants contained in this Section 6, and that such compensation is sufficient, fair and reasonable. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 6. The Executive further acknowledges that the restrictions contained in this Section 6 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns. The Executive expressly agrees that upon any breach or violation of the provisions of this Section 6, the Company shall be entitled, as a matter of right, in addition to any other rights or remedies it may have, to (i) temporary and/or permanent injunctive relief in any court of competent jurisdiction as described in Section 6.9 hereof, and (ii) such damages as are provided at law or in equity.
Acknowledgement by Executive. Executive acknowledges that (a) during the Employment Period and as a part of his employment, Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Company and its business; (c) because Executive possesses substantial technical expertise and skill with respect to the Company’s business, the Company desires to obtain exclusive ownership of all Intellectual Property developed or conceived by Executive during the Employment Period, and the Company will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of such Intellectual Property; and (d) the provisions of this Article 6 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Company with exclusive ownership of all Intellectual Property developed or conceived by Executive during the Employment Period.
Acknowledgement by Executive. The Executive acknowledges and agrees that the contacts and relationships of Metavante Technologies and its Affiliates with its customers, suppliers, licensors and other business relations are, and have been, established and maintained at great expense and provide Metavante Technologies and its Affiliates with a substantial competitive advantage in conducting their business. The Executive acknowledges and agrees that by virtue of the Executive’s employment with Metavante Technologies, the Executive will have unique and extensive exposure to and personal contact with customers, suppliers, licensors and other business relations of Metavante Technologies and its Affiliates, and that Executive will be able to establish a unique relationship with those persons that will enable Executive, both during and after employment, to unfairly compete with Metavante Technologies and its Affiliates. Executive acknowledges that Metavante Technologies and/or its Affiliates markets and sells products and services to customers throughout the United States and in Canada, that Executive’s job duties will include the entire United States and Canada and could be expanded to cover other markets outside the United States and Canada, and that the Confidential Information (as defined in the Employee Confidentiality and Property Agreement) of Metavante Technologies and/or its Affiliates and Executive’s customer knowledge and relationships would be of value to a competitor in competing against Metavante Technologies and/or its Affiliates anywhere in the United States and in Canada and in any other markets outside the United States and Canada into which Metavante Technologies and/or one of its Affiliates may expand its activities. Furthermore, the Parties agree that the terms and conditions of the following restrictive covenants are reasonable and necessary for the protection of the business, trade secrets and Confidential Information of Metavante Technologies and its Affiliates and to prevent great damage or loss to Metavante Technologies and its Affiliates as a result of action taken by the Executive. The Executive also acknowledges and agrees that the consideration provided for herein is sufficient to fully and adequately compensate the Executive for agreeing to such restrictions.
Acknowledgement by Executive. The Executive acknowledges and confirms that the length of the term of the provisions of this Section 6 and the geographical restrictions contained in Section 6.1 are fair and reasonable and not the result of overreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 6 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 6.
Acknowledgement by Executive. Executive acknowledges and confirms that (a) the restrictive covenants contained in Sections 11, 15 and 16 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in Sections 11, 15 and 16(including without limitation the length of the term of the provisions of Sections 11, 15 and 16) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Sections 11, 15, and 16 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain services commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of Sections 11, 15, and 16. The Executive further acknowledges that the restrictions contained in Sections 11, 15 and 16 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns. In the event that a court of competent jurisdiction shall determine that any provision of Sections 11, 15 and 16 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Article 6 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law. It is recognized and hereby acknowledged by the parties hereto that a breach by Executive of any of the covenants contained in Sections 11, 15 and 16 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Sections...
