Competition. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term. (b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity. (c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.
Appears in 7 contracts
Sources: Employment Agreement (Nbty Inc), Employment Agreement (Alphabet Holding Company, Inc.), Employment Agreement (Nbty Inc)
Competition. Executive Employee acknowledges that the Company will has provided and the Company agrees to continue to provide Executive Employee with access to its Confidential Information (confidential, proprietary, and/or trade secret information, including confidential information of third parties such as defined below)customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. In consideration The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive Employee as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to ExecutiveEmployee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Executive Employee agree to the following provisions against unfair competition, which Executive Employee acknowledges represent a fair balance of the Company’s rights to protect its business and ExecutiveEmployee’s right to pursue employment:
(a) Executive Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the CompanyCompany within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive Employee has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive Employee shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Executive Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any vendor person who was a customer, supplier, licensee, licensor or other business affiliate relation of the Company in order to induce or attempt to induce such person to cease to do doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall includeinclude the acquisition, without limitationexploration, exploitation and development of, oil and natural gas assets, and the manufacturingacquisition of leases and other real property in connection therewith, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Effective Date and ending on the date that is twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 7 contracts
Sources: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)
Competition. Executive acknowledges that the Company will has provided, and the Company agrees to continue to provide Executive Executive, with access to its Confidential Information (confidential, proprietary, or trade secret information, including confidential information of third parties such as defined below)customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. In consideration The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the CompanyCompany within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein shall prohibit prohibits Executive from being a passive owner of not more than 22.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (xi) solicit any employee of the Company to terminate his or her employment with the Company, (yii) employ any such individual during his or her employment with the Company and for a period of six three months after such individual terminates his or her employment with the Company or (ziii) solicit or service any vendor person who was a customer, supplier, licensee, licensor or other business affiliate relation of the Company in order to induce or attempt to induce such person to cease to do doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be 7 are determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 57, (i) the term “Company” shall include the Parent, includes the Company and the Company’s direct and indirect subsidiaries, its affiliates; (ii) the term “Business” shall mean means the business of the Company and shall includeincludes the acquisition, without limitationexploration, exploitation and development of, oil and natural gas assets, and the manufacturingacquisition of leases and other real property in connection therewith, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean means the period beginning on the Start Effective Date and ending on the date that is twelve (12) months following the Termination Date or expiration of Terminationthe Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.
Appears in 7 contracts
Sources: Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp)
Competition. Executive Employee acknowledges that, in the course of Employee’s responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in Section 13(b). Employee further acknowledges that such relationships and information are and will remain valuable to the Company will provide Executive with access Employer Group and that the restrictions on future employment, if any, are reasonably necessary in order for Employer to its Confidential Information (as defined below)remain competitive in the gaming industry. In consideration recognition of Employer’s heightened need for protection from abuse of relationships formed or information garnered before and during the Specified Term of the Employee’s employment hereunder, Employee covenants and agrees for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months month period immediately following termination of employment for any reason, unless such employment is terminated by Employer without Cause or by Employee for Good Reason (as such terms are defined below) (the Date “Restrictive Period”), not to directly or indirectly be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in, or otherwise be connected or associated in any way or manner with, any firm, person, corporation or other entity which is either directly, indirectly or through an affiliated company or entity, engaged in gaming or proposes to engage in gaming in the State of TerminationNevada, or in or within a 150 mile radius of any other jurisdiction in which any member of the Employer Group during the Restrictive Period is engaged in gaming or proposes to engage in gaming (“Competitor”). The covenants under this Section 13(a) include but are not limited to Employee’s covenant not to:
i. Make known to any third party the names and addresses of any of the customers of any member of the Employer Group, or any other information pertaining to those customers;
ii. Call on, solicit, induce to leave and/or take away, or attempt to call on, solicit, induce to leave and/or take away, any of the customers of any member of the Employer Group, either for Employee’s own account or for any third party;
iii. Call on, solicit and/or take away, any potential or prospective customer of any member of the Employer Group, on whom the Employee called or with whom Employee became acquainted during employment (either before or during the Specified Term) by any member of the Employer Group, either for Employee’s own account or for any third party; and
iv. Approach or solicit any employee or independent contractor of any member of the Employer Group with a view towards enticing such person to leave the employ or service of any member of the Employer Group, or hire or contract with any employee or independent contractor of any member of the Employer Group, without the prior written consent of the Employer, such consent to be within Employer’s sole and absolute discretion.
Appears in 6 contracts
Sources: Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp)
Competition. Executive acknowledges The Grantee covenants and agrees that during the Grantee’s employment and for a period of one (1) year after the termination of the Grantee’s employment, whether such termination occurs at the insistence of the Company will provide Executive with access to its Confidential Information or the Grantee (as defined belowfor whatever reason). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive Grantee shall not, at any time during the Restriction Period, directly individually or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes jointly with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Companyothers, directly or indirectly, recruit perform services for, prepare or take steps to prepare to perform services for, or otherwise solicit or induce have any involvement with (other than in connection with performing services pursuant to Grantee’s employment), in each case, whether as an officer, director, partner, consultant, security holder, owner, employee, customerindependent contractor or otherwise, other than a customer with regard to matters any entity that are not competitive under Section 5(a), or supplier of the Company competes (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, whether directly or indirectly, either for Executive ) with the Company or for any other person or entity, its Subsidiaries in the Business (xas hereinafter defined) solicit any employee anywhere in the world as of the Company to terminate his or her employment with date of the Company, (y) employ any such individual during his or her Grantee’s termination of employment with the Company and for its Subsidiaries (any such entity, a period of six months after such individual terminates his “Competitor”); provided, however, that the Grantee may in any event own up to a 2% passive ownership interest in any public entity or her employment through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that does not compete with the Company or (z) solicit any vendor or Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a business affiliate unit of such Competitor that does so compete with the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respectSubsidiaries. For purposes hereof, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business offshore oil and gas drilling business. Upon the written request of the Company and shall include, without limitationGrantee, the manufacturing, marketing and/or retailing Company’s President will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, this Section 6(c); provided that the term “Business” shall not include any business of President may require the Company materially entered into after the Executive’s termination of employment so long Grantee to provide such information as the Company has not taken any substantial steps in furtherance reasonably determines to be necessary to make such determination; and provided, further that the current and continuing effectiveness of such business during determination may be conditioned upon the Term; accuracy of such information, and (iii) upon such other factors as the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of TerminationCompany may reasonably determine.
Appears in 3 contracts
Sources: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling Inc)
Competition. Executive Employee acknowledges that the Company will provide Executive Employee with access to its Confidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. In consideration for Ancillary to the rights provided to Executive Employee as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any training, goodwill support and/or the Confidential Information to Executivedescribed above and in consideration for good and valuable consideration received by Employee in connection with the transactions contemplated by the Contribution Agreement, the Company and Executive Employee agree to the following provisions against unfair competition, which Executive Employee acknowledges represent a fair balance of the Company’s rights to protect its business and ExecutiveEmployee’s right to pursue employment:
(a) Executive Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the CompanyCompany in the United States. Nothing herein shall prohibit Executive Employee from (i) being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Executive Employee has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) providing services to enter into any other business, entity where such other business shall also be considered in services are not substantially similar to and otherwise competitive with those previously provided by the determination so long as Employee to the Company has taken any substantial steps in furtherance of such business during the TermCompany.
(b) Executive Employee shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), subscriber or supplier of the Company (i) to terminate its employment or arrangement existing arrangements with the Company, or (ii) to otherwise change its relationship with the Company. Executive Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Executive Employee or for any other person or entity, (x) solicit hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, employee or consultant, any employee of person who was employed or otherwise engaged by the Company at any time during the one (1) year period prior to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entityTermination Date.
(c) In the event the terms of this Section 5 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 54, (i) the term “Company” shall include the Parent, the Company and the Company’s its direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall includeCompany, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Effective Date and ending on the date that is twelve one (121) months year following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Pivotal Acquisition Corp)
Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executiveany reason, the Company and Executive agree to shall not, without the following provisions against unfair competition, which express written consent of the Chief Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business provide services to a Competitor (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to if: (i) acquire another entitythe services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates, and such target entity shall also services are to be considered provided with respect to any location in which the determinationCompany or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (ii) to enter into any other businessthe trade secrets, such other business shall also be considered in the determination so long as confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company has taken any substantial steps in furtherance and its affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such business during the Termservices.
(b) Executive shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference apply to any entity with which Executive activity on behalf of a business that is not affiliated so long as Executive is not initially identifying the individual to said entitya Competitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over 12 months after the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionTermination Date.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing outstanding stock of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning corporation listed on the Start Date and ending on New York Stock Exchange or the date that is twelve (12) months following American Stock Exchange or included in the Date of TerminationNASDAQ System).
Appears in 2 contracts
Sources: Change in Control Agreement (Castle a M & Co), Change in Control Agreement (Castle a M & Co)
Competition. Executive acknowledges The Grantee covenants and agrees that during the Grantee’s employment and for a period of one (1) year after the termination of the Grantee’s employment, whether such termination occurs at the insistence of the Company will provide Executive with access to its Confidential Information or the Grantee (as defined belowfor whatever reason). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive Grantee shall not, at any time during the Restriction Period, directly individually or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes jointly with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Companyothers, directly or indirectly, recruit perform services for, prepare or take steps to prepare to perform services for, or otherwise solicit or induce have any involvement with (other than in connection with performing services pursuant to Grantee’s employment), in each case, whether as an officer, director, partner, consultant, security holder, owner, employee, customerindependent contractor or otherwise, other than a customer with regard to matters any entity that are not competitive under Section 5(a), or supplier of the Company competes (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, whether directly or indirectly, either for Executive ) with the Company or for any other person or entity, its Subsidiaries in the Business (xas hereinafter defined) solicit any employee anywhere in the world as of the Company to terminate his or her employment with date of the Company, (y) employ any such individual during his or her Grantee’s termination of employment with the Company and for its Subsidiaries (any such entity, a period of six months after such individual terminates his “Competitor”); provided, however, that the Grantee may in any event own up to a 2% passive ownership interest in any public entity or her employment through a private, non-operating investment vehicle and may become employed by or otherwise affiliated with a Competitor if the Grantee works in a business unit thereof that does not compete with the Company or (z) solicit any vendor or Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a business affiliate unit of such Competitor that does so compete with the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respectSubsidiaries. For purposes hereof, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business offshore oil and gas drilling business. Upon the written request of the Company and shall include, without limitationGrantee, the manufacturing, marketing and/or retailing Company’s Chairman of vitamins, minerals and health supplements throughout the world as such Board will reasonably determine whether a business may be expanded or altered by the Company during the Term, provided, however, other entity constitutes a “Competitor” for purposes of this Section 7(c); provided that the term “Business” shall not include any business Chairman of the Company materially entered into after Board may require the Executive’s termination of employment so long Grantee to provide such information as the Company has not taken any substantial steps in furtherance reasonably determines to be necessary to make such determination; and provided, further that the current and continuing effectiveness of such business during determination may be conditioned upon the Term; accuracy of such information, and (iii) upon such other factors as the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of TerminationCompany may reasonably determine.
Appears in 2 contracts
Sources: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.)
Competition. Executive acknowledges The Employee agrees that during the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in term of this Agreement and the Company’s provision of Confidential Information to ExecutiveAgreement, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of Employee will not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit whether or otherwise solicit not for compensation and whether or induce any not as an employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive engaged in any other respect, it will be interpreted to extend only over the maximum period of time for business competing with or which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean compete with the business of the Company (or with any business of any Affiliate for which the Employee performed services hereunder) within any state, region or locality in which the Company or such Affiliate is then doing business or marketing its products, as the business of the Company or such Affiliate may then be constituted and in which the Employee has been involved. This agreement not to compete shall include, without limitation, be applicable for three (3) years from the manufacturing, marketing and/or retailing date of vitamins, minerals and health supplements throughout termination of employment hereunder by the world as such business may be expanded Employee in breach of this Agreement or altered by the Company during for Cause, notwithstanding that the TermEmployee shall not be entitled to any compensation hereunder from and after any such termination. For purposes of this Agreement, the Employee shall be deemed to be engaged in such a business if he is an employee, officer, director, or partner, of any person, partnership, corporation, trust or other entity which is engaged in such a business or if he directly or indirectly performs services for such entity or if he or any member of his immediate family beneficially owns an equity interest, or interest convertible into equity, in such entity; provided, however, that the term “Business” foregoing shall not include prohibit the Employee or a member of his immediate family from owning, for the purpose of passive investment, less than five percent (5%) of any business class of securities of a publicly held corporation. The Employee acknowledges that his services to be rendered to the Company in the aforesaid capacity are of a special and unusual character which have a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of (i) the unique value to the Company of the Company materially entered into after services of the Executive’s termination of employment so long as Employee for which the Company has not taken any substantial steps in furtherance of such business during employed the TermEmployee; and (iiiii) the term “Restriction Period” confidential information to be obtained by or disclosed to the Employee as an employee of the Company; and as a material inducement to the Company to employ the Employee and to pay to the Employee the compensation for such services to be rendered for the Company by the Employee, the Employee covenants and agrees the Company shall mean be entitled to equitable relief to the period beginning on full extent available under the Start Date and ending on the date that is twelve (12) months following the Date of Terminationapplicable law.
Appears in 2 contracts
Sources: Employment Agreement (Miller Industries Inc /Tn/), Employment Agreement (Miller Industries Inc /Tn/)
Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executiveany reason, the Company and Executive agree to shall not, without the following provisions against unfair competition, which express written consent of the Chief Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business provide services to a Competitor (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to if: (i) acquire another entitythe services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates, and such target entity shall also services are to be considered provided with respect to any location in which the determinationCompany or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (ii) to enter into any other businessthe trade secrets, such other business shall also be considered in the determination so long as confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company has taken any substantial steps in furtherance and its affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such business during the Termservices.
(b) Executive shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference apply to any entity with which Executive activity on behalf of a business that is not affiliated so long as Executive is not initially identifying the individual to said entitya Competitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action12 months after Executive’s Termination Date.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing outstanding stock of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning corporation listed on the Start Date and ending on New York Stock Exchange or the date that is twelve (12) months following American Stock Exchange or included in the Date of TerminationNASDAQ System).
Appears in 2 contracts
Sources: Severance Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co)
Competition. Executive acknowledges that the Company will has provided and the Company agrees to continue to provide Executive with access to its Confidential Information (confidential, proprietary, and/or trade secret information, including confidential information of third parties such as defined below)customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. In consideration The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Executive shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the CompanyCompany within twenty-five (25) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Executive with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any vendor person who was a customer, supplier, licensee, licensor or other business affiliate relation of the Company in order to induce or attempt to induce such person to cease to do doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s its direct and indirect parents and subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall includeinclude the acquisition, without limitationexploration, exploitation and development of, oil and natural gas assets, and the manufacturingacquisition of leases and other real property in connection therewith, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Effective Date and ending on the date that is twelve (12) months following the Date of Termination, except that if Executive’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)
Competition. Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company and, during the Term, the Company from time to time will provide Executive with access to its Confidential Information (as defined below)Information. In consideration for Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information Information, and Executive’s agreements regarding the use of same, in order to Executiveprotect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any part of any material portion of the Business (as defined below) anywhere in the world. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. Nothing In addition, nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except Except in the good faith performance furtherance of his duties with hereunder during the CompanyTerm, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (xi) solicit any employee customers, clients or suppliers of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (zii) solicit solicit, with respect to hiring, any vendor employee or business affiliate independent contractor of the Company to cease to do business with or any person employed or engaged by the Company. The foregoing shall not be violated by general advertising not specifically targeted Company at any time during the prohibited group or by providing upon request 12-month period immediately preceding the Date of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entityTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the ParentCompany, the Company Parent and the Company’s their direct and indirect subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall includeCompany, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, provided, however, that the term “Business” and shall not include any business type of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Termmarine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Original Effective Date and ending on the date that is twelve (12) months two years following the Executive’s Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. (a) Executive acknowledges that the Company has provided and, during the Term, the Company from time to time will continue to provide Executive with access to its Confidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. In consideration for Ancillary to the rights provided to Executive as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information Information, specialized training, and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any training, goodwill support and/or the Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(ab) Executive shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business that sells or provides products or services that are competitive (any such person, firm, corporation, partnership or business, a “Competitor”) with respect to (1) the products or services sold or provided by the Company (or any products or services to which competes with the Company has taken substantial steps in furtherance thereof) at any part time during the period of twelve (12) months on and prior to the Date of Termination, and/or (2) any material products or services to which the Company has taken substantial steps in furtherance thereof during any portion of the Business (as defined below) Term, and such products or services are sold or provided by the Company following the Date of the Company. Nothing Termination; provided, however, that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(bc) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), subscriber or supplier of the Company to (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six twelve months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated by this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertising advertisement of a third party as long as (1) Executive has no involvement or participation in the recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not specifically targeted been an employee, customer, subscriber or employee of the Company for a period of twelve months at the prohibited group time of any such contact with such Person, and (2) Executive in the aggregate together with his or by providing upon request her affiliates does not hold more than ten percent (10%) of an employee or a former employee a reference to any entity with which Executive the outstanding voting securities of such third party and is not affiliated so long serving directly or indirectly as Executive is not initially identifying the individual to said entityan executive officer or director of such third party.
(cd) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Atotech LTD)
Competition. Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company and, during the Term, the Company from time to time will provide Executive with access to its Confidential Information (as defined below)Information. In consideration for Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information Information, and Executive’s agreements regarding the use of same, in order to Executiveprotect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any part of any material portion of the Business (as defined below) anywhere in the world. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. Nothing In addition, nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except Except in the good faith performance furtherance of his duties with hereunder during the CompanyTerm, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (xi) solicit any employee customers, clients or suppliers of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (zii) solicit solicit, with respect to hiring, any vendor employee or business affiliate independent contractor of the Company to cease to do business with or any person employed or engaged by the Company. The foregoing shall not be violated by general advertising not specifically targeted Company at any time during the prohibited group or by providing upon request 12-month period immediately preceding the Date of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entityTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the ParentCompany, the Company Parent and the Company’s their direct and indirect subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall includeCompany, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.as
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. (a) Executive acknowledges that the Company has provided and, during the Term, the Company from time to time will continue to provide Executive with access to its Confidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. In consideration for Ancillary to the rights provided to Executive as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information Information, specialized training, and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any training, goodwill support and/or the Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:.
(ab) Executive shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business that sells or provides products or services that are competitive (any such person, firm, corporation, partnership or business, a “Competitor”) with respect to (1) the products or services sold or provided by the Company (or any products or services to which competes with the Company has taken substantial steps in furtherance thereof) at any part time during the period of twelve (12) months on and prior to the Date of Termination, and/or (2) any material products or services to which the Company has taken substantial steps in furtherance thereof during any portion of the Business (as defined below) Term, and such products or services are sold or provided by the Company following the Date of the Company. Nothing Termination; provided, however, that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(bc) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), subscriber or supplier of the Company to (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six twelve months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated by this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertising advertisement of a third party as long as(1) Executive has no involvement or participation in the recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not specifically targeted been an employee, customer, subscriber or employee of the Company for a period of twelve months at the prohibited group time of any such contact with such Person, and (2) Executive in the aggregate together with his or by providing upon request her affiliates does not hold more than ten percent (10%) of an employee or a former employee a reference to any entity with which Executive the outstanding voting securities of such third party and is not affiliated so long serving directly or indirectly as Executive is not initially identifying the individual to said entityan executive officer or director of such third party.
(cd) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Atotech LTD)
Competition. Executive acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executiveany reason, the Company and Executive agree to shall not, without the following provisions against unfair competition, which express written consent of the Chief Executive acknowledges represent a fair balance Officer of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business provide services to a Competitor (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to if: (i) acquire another entitythe services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of the services that the Executive provided to the Company or its affiliates, and such target entity shall also services are to be considered provided with respect to any location in which the determinationCompany or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (ii) to enter into any other businessthe trade secrets, such other business shall also be considered in the determination so long as confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company has taken any substantial steps in furtherance and its affiliates to which the Executive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), services provided by others shall be deemed to have been provided by the Executive if the Executive had material supervisory responsibilities with respect to the provision of such business during the Termservices.
(b) Executive shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference apply to any entity with which Executive activity on behalf of a business that is not affiliated so long as Executive is not initially identifying the individual to said entitya Competitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time other individual or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionentity.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing outstanding stock of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning corporation listed on the Start Date and ending on New York Stock Exchange or the date that is twelve (12) months following American Stock Exchange or included in the Date of TerminationNASDAQ System).
Appears in 1 contract
Competition. Executive acknowledges that the Company will has provided, and the Company agrees to continue to provide Executive Executive, with access to its Confidential Information (confidential, proprietary, or trade secret information, including confidential information of third parties such as defined below)customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; or support in the development of goodwill such as introductions and customer relationship information. In consideration The foregoing is not contingent on continued employment, but upon Executive’s use of the access, specialized training, or goodwill support provided by Company for the exclusive benefit of the Company and upon Executive’s full compliance with the restrictions on Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to Executive as set forth in this Agreement and Agreement, the Company’s provision of Confidential Information confidential, proprietary, or trade secret information, specialized training, or goodwill support to Executive, and Executive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support or the confidential information described above, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United States in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates Executive’s employment without Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 7(a) will be limited as follows: (a) without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the CompanyCompany within six (6) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of the Term, as applicable. Nothing herein shall prohibit prohibits Executive from being a passive owner of not more than 22.5% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall will not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (xi) solicit any employee of the Company to terminate his or her employment with the Company, (yii) employ any such individual during his or her employment with the Company and for a period of six three months after such individual terminates his or her employment with the Company or (ziii) solicit or service any vendor person who was a customer, supplier, licensee, licensor or other business affiliate relation of the Company in order to induce or attempt to induce such person to cease to do doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be 7 are determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 57, (i) the term “Company” shall include the Parent, includes the Company and the Company’s direct and indirect subsidiaries, its affiliates; (ii) the term “Business” shall mean means the business of the Company and shall includeincludes the acquisition, without limitationexploration, exploitation and development of, oil and natural gas assets, and the manufacturingacquisition of leases and other real property in connection therewith, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean means the period beginning on the Start Effective Date and ending on the date that is twelve (12) months following the Termination Date or expiration of Terminationthe Term, except that if the Termination Date or expiration of the Term occurs within one year following a Change of Control, Restriction Period means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of the Term.
Appears in 1 contract
Sources: Executive Employment Agreement (Eclipse Resources Corp)
Competition. Executive acknowledges that Employee will not do any of the following, either directly or indirectly, during Employee’s employment with the Company will provide Executive with access to its Confidential Information and, during the Applicable Non-Competition Period (as defined belowherein defined), anywhere in the United States in which the Employee or any of its subsidiaries or affiliates is engaging in its business. In consideration for the rights provided to Executive as set forth event that Employee improperly competes with the Company in violation of this Agreement and the Company’s provision of Confidential Information to ExecutiveSection, the Company and Executive agree to period during which he engages in such competition shall not be counted in determining the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employmentApplicable Non-Competition Period:
(a) Executive For purposes of this Agreement, “Competitive Activity” shall mean any activity relating to, in respect of or in connection with, directly or indirectly, the electronic security services business.
(b) For purposes of this Agreement, “Applicable Non-Competition Period” shall equal (i) twelve (12) months after Employee’s cessation of employment with the Company in the event the Company terminates the employment of Employee without Good Cause, the Company fails to renew this Agreement as provided in Section 5 without Good Cause, the Employee terminates his employment with the Company with Good Cause or Employee fails to renew this Agreement as provided in Section 5, but only to the extent the Company complies with its obligation to pay the 12-month severance payments required by Section 5(a) hereunder to Employee and (ii) two (2) years after Employee’s cessation of employment with the Company in the event the Company terminates the employment of Employee with Good Cause, the Company fails to renew this Agreement as provided in Section 5 with Good Cause, or Employee terminates his employment with the Company hereunder without Good Cause as provided in this Section 5(a).
(c) Employee shall not, at directly or indirectly, own any time during interest in, manage, operate, control, consult for, be an officer or director of, work for, or be employed in any capacity by, any sole proprietorship, corporation, company, partnership, association, venture or business any company or any other business, entity, agency or organization (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in Competitive Activity; (should be tied to specific location) provided that such provision shall not apply to the Restriction PeriodEmployee’s ownership of securities of the Company or the acquisition by the Employee, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Employee does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation.
(d) Employee shall not, directly or indirectly engage inindirectly, have for himself or for any equity interest in or manage or operate any other person, firm, corporation, partnership partnership, association or business (whether as directorother entity, officer, employee, agent, representative, partner, security holder, consultant solicit or otherwise) that engages perform services in any business which competes connection with any part of Competitive Activity for any material portion of the Business (as defined below) prior or current customers of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.;
Appears in 1 contract
Competition. Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company and, during the Term, the Company from time to time will provide Executive with access to its Confidential Information (as defined below)Information. In consideration for Ancillary to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information Information, and Executive’s agreements regarding the use of same, in order to Executiveprotect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in in, or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any part of any material portion of the Business (as defined below) anywhere in the world. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. Nothing In addition, nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive shall not, at any time during the Restriction Period, except Except in the good faith performance furtherance of his duties with hereunder during the CompanyTerm, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (xi) solicit any employee customers, clients or suppliers of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (zii) solicit solicit, with respect to hiring, any vendor employee or business affiliate independent contractor of the Company to cease to do business with or any person employed or engaged by the Company. The foregoing shall not be violated by general advertising not specifically targeted Company at any time during the prohibited group or by providing upon request 12-month period immediately preceding the Date of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entityTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the ParentCompany, the Company Parent and the Company’s their direct and indirect subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall includeCompany, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, provided, however, that the term “Business” and shall not include any business type of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Termmarine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Effective Date and ending on the date that is twelve (12) months two years following the Executive’s Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. Executive acknowledges that Employee will not do any of the Company will provide Executive following, either directly or indirectly, during Employee’s employment with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to during the following provisions against unfair competitionperiod of twelve months after Employee’s cessation of employment with the Company, anywhere in the world. In the event that Employee improperly competes with the Company in violation of this Section, the period during which Executive acknowledges represent a fair balance he engages in such competition shall not be counted in determining the duration of the Company’s rights to protect its business and Executive’s right to pursue employmenttwelve (12) month non-compete restriction:
(a) Executive For purposes of this Agreement, “Competitive Activity” shall notmean any activity relating to, at any time during the Restriction Periodin respect of or in connection with, directly or indirectly engage inindirectly, have any equity interest in or manage or operate any person, firm, corporation, partnership or the data warehousing and business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any part of any material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other intelligence consulting business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Executive Employee shall notnot engage in any Competitive Activity; whether as an owner, at any time during the Restriction Periodmanager, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, other than a customer with regard to matters that are not competitive under Section 5(a)consultant, or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Company’s direct and indirect subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Termemployee, provided, however, that during his employment by the term “Business” shall not include any business Company and during his non-compete period following departure from the Company, Employee may serve as a director or consultant of an entity that is either a Company licensee, or, for non-licensees, in such capacity as the Board of Directors of the Company materially entered into after has granted him written permission, which permission shall be granted unless the ExecutiveBoard of Directors reasonably determines that doing so is likely to have an adverse financial effect on the Company.
(c) Employee shall not solicit or perform services in connection with any Competitive Activity for any prior or current customers of the Company; or
(d) Employee shall not solicit for employment or employ any then current employees employed by the Company without the Company’s termination consent. Employee and the Company agree that the phrase “Employee’s cessation of employment so long with the Company” as used in this Agreement, refers to any separation from his employment at the Company has not taken any substantial steps either voluntarily or involuntarily, either with cause or without cause, or whether the separation is at the behest of the Company or Employee. Nothing in furtherance of such this Agreement shall preclude Employee from employment at a not-for-profit or governmental institution, provided that no for-profit business during the Term; involved data warehousing and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Terminationbusiness intelligence consulting, directly or indirectly, derives a benefit from Employee’s employment.
Appears in 1 contract
Sources: Employment Agreement (Conversion Services International Inc)