Employee Covenants Sample Clauses

Employee Covenants. Employee agrees and covenants: (A) to treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of Company not having a need to know and authority to know and use the Confidential Information in connection with the Business and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of any of Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Company except as required in the performance any of the Employee’s authorized employment duties to Company or with the prior consent of an authorized officer acting on behalf of Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Employee understands and acknowledges that Employee’s obligations under this Agreement regarding any particular Confidential Information begin immediately and shall continue during and after Employee’s employment by Company until the Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or a breach by those acting in concert with Employee or on Employee’s behalf.

Employee Covenants. In consideration of benefits described elsewhere in these Terms and Conditions and the attached Agreement, and in recognition of the fact that, as a result of your employment with the Company or any of its Affiliates, you have had or will have access to and gain knowledge of highly confidential or proprietary information or trade secrets pertaining to the Company or its Affiliates, as well as the customers, suppliers, joint ventures, licensors, licensees, distributors or other persons and entities with whom the Company or any of its Affiliates does business (“Confidential Information”), which the Company or its Affiliates have expended time, resources and money to obtain or develop and which have significant value to the Company and its Affiliates, you agree for the benefit of the Company and its Affiliates, and as a material condition to your receipt of benefits described elsewhere in these Terms and Conditions and the attached Agreement, as follows:

Employee Covenants. (a) For the purposes of this Section 11, the term “Company” shall include Limited Brands, Inc. and all of its subsidiaries and affiliates thereof.

Employee Covenants. You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days from the occurrence of such Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 3(b) hereof.

Employee Covenants. In consideration of continued employment with the Company, Employee covenants that during their employment with the Company and for a period of (Check one) months years or the longest period of time allowed by state law, whichever is shorter, after said employment is ended for any reason, including but not limited to the termination of their employment due to inadequate performance or resignation, to: a. not engage in, own, control, or be employed by any firm or corporation that is engaged in a venture or business substantially similar to or in competition with the Company; b. Employee shall not induce, directly or indirectly, any other employees of the Company to terminate their employment; c. Employee shall not solicit the business of any client of the Company.

Employee Covenants. You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. Therefore, in consideration for (a) the cash-out of outstanding Company stock options that you hold as of the Closing and (b) the Retention Bonus granted under this letter agreement, you agree to remain to be bound by the Company’s Proprietary Information Agreement, Arbitration Agreement and Invention Assignment, in accordance with their terms in effect on the date hereof.

Employee Covenants. (a) For the purposes of this Section 10, the term “Company” shall include Express, LLC, and all of its subsidiaries, parent companies and affiliates thereof.

Employee Covenants. If requested by and at the cost and expense of the Parent, the Company shall, prior to the Closing Date, execute a resolution and plan amendment terminating the Company's benefit plan that is intended to be qualified under sections 401(a) and 401(k) of the Code (the "Company's 401(k) Plan"), to be effective prior to the Closing Date (the "Termination Date"). Such resolution and plan amendment shall also amend the plan to comply with recent legislation (GUST and EGTRRA amendments) as required by law, provide that all contributions to the Company's 401(k) Plan shall be completely and permanently discontinued as of such Termination Date, with respect to all compensation earned after such Termination Date, and provide that the accounts of all participants shall be fully vested. The Company Indemnifying Party and the Company will cause the then vested benefit of each Company employee who is a participant under any Employee Pension Benefit Plan of the Company to be distributed to each such employee in a lump sum as soon as practicable after the Closing Date as permitted under the Code and in accordance with the terms of each such plan. If requested by the Parent, the Company Indemnifying Parties and the Company will take such steps as may be necessary to end, as of the Closing Date, the participation by the Company's employees in any other Employee Benefit Plan. Effective as of the first day after the Closing Date, unless otherwise specifically provided below, the Parent shall, or shall cause the Company to, provide retirement and welfare benefits to the those employees of the Company who continue in employment that are comparable in the aggregate to the benefits available to the Parent's United States employees at such time. To the extent that the Parent decides to provide such benefits under employee benefit plans or programs currently offered, sponsored or maintained by the Pivotal USA ("Pivotal Employee Benefit Plans"), the Parent shall, or shall cause the Company to, credit all Company employees who continue their employment after the Closing Date with service performed as employees of the Company prior to the Closing Date for purposes of eligibility, participation and vesting in any such Pivotal Employee Benefit Plans. Such participation in Pivotal Employee Benefit Plans (for those who meet the eligibility requirements) will begin as soon as administratively feasible, consistent with the normal plan entry dates and procedures under such plans. To the exten...

Employee Covenants. You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential information of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. Therefore, (a) as a condition to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement and (b) in consideration for the opportunity to receive the Retention Bonus granted under this letter agreement, you agree to remain bound by the confidentiality, non-solicitation and non-competition agreements between you and the Company, including the provisions set forth in the NDA (collectively, the “Restrictive Covenant Agreements”).