Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows: (a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly: (i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee); (ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof; (iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services; (▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located; (v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system. (b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreement.
Appears in 4 contracts
Sources: Change in Control Severance Agreement (Intelidata Technologies Corp), Change in Control Severance Agreement (Intelidata Technologies Corp), Change in Control Severance Agreement (Intelidata Technologies Corp)
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of agrees that during Executive’s employment by the Company or any Related Entity and for a period of 12 months after the Termination Date two (2) years thereafter (the "Non-Competition “Restrictive Period"”) will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control Executive shall comply with the Executive to, directly or indirectly:
(i) solicit for employment any employee restrictive covenants set forth in this Section 6. Executive’s receipt of the Company or any Related Entity (severance pay and it shall be presumed to be a violation benefits under Section 5 of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity Agreement is conditioned upon Executive’s compliance with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof these covenants while employed by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and through the payment software or services;
(▇v) engage in any business substantially similar to that date of the Company lump-sum severance amount as set forth in Section 5(a)(i). Additionally, any rights to coverage under the HHC group health plan pursuant to Section 5(a)(ii) shall terminate in the event of a breach of one or any Related Entity in a geographic area within fifty (50) miles more of the offices of covenants contained herein during the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation systemCoverage Period.
(ba) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall will not, without the prior written consent of HHC, (i) divert or attempt to divert from HHC or any Subsidiary any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of HHC or a Subsidiary or affiliate (or any particular customer with whom HHC or any Subsidiary or affiliates had business contacts in the one-year period immediately preceding Executive’s termination of employment or with whom Executive may have dealt at any time during his employment by the Company; (ii) recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of HHC or a Subsidiary or affiliate or any person who was an employee of any of the foregoing in the six (6) months preceding Executive’s termination of employment, or solicit or encourage any employee of any of the foregoing to terminate employment; or (iii) otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
(b) Executive will not disclose or permit the disclosure of any confidential information to any person other than an employee of the Company or an individual engaged by the Company to render professional services to the Company under circumstances that require such person to maintain the confidentiality of such information, except as such disclosure may be required by law law. For purposes of this Agreement “confidential information” shall include but not be limited to trade secrets, customer lists, operational methods, marketing plans or legal processstrategies, communicate business acquisition or divulge any such informationdisposition plans, knowledge personnel or data employment plans, financial budgets and forecasts and technical processes, except for information that (i) was or becomes generally available to anyone the public other than as a result of disclosure by Executive and/or (ii) was or becomes available to Executive on a non-confidential basis from a source other than the Company. Executive acknowledges and agrees that any and all non-public information regarding the Company and its customer is confidential and the unauthorized disclosures of such information will result in irreparable harm to the Company.
(c) Executive agrees that Executive will not at any time make, publish or communication (whether orally or in writing) to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning HHC or a Related Entity Subsidiary or its businesses, or any of its employees, officers, members of its Board of Directors and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreementexisting and prospective customers, investors and associated third parties.
Appears in 3 contracts
Sources: Change in Control Employment Agreement (Hancock Holding Co), Change in Control Employment Agreement (Hancock Holding Co), Change in Control Employment Agreement (Hancock Holding Co)
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(iv) ▇v) engage ▇gage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreement.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Intelidata Technologies Corp), Change in Control Severance Agreement (Intelidata Technologies Corp)
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in compe▇▇▇▇▇n with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.1 and 3.5, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the First Retention Bonus or the Second Retention Bonus previously paid to him pursuant to subsections 3.1 and 3.5, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementand of such subsections.
Appears in 1 contract
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of agrees that during Executive’s employment by the Company or any Related Entity and for a period of 12 twenty-four (24) months after the Termination Date thereafter (the "Non-Competition “Restrictive Period"”) will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control Executive shall comply with the Executive to, directly or indirectly:
(i) solicit for employment any employee restrictive covenants set forth in this Section 6. Executive’s receipt of the Company or any Related Entity (severance pay and it shall be presumed to be a violation benefits under Section 5 of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity Agreement is conditioned upon Executive’s compliance with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof these covenants while employed by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and through the payment software or services;
(▇v) engage in any business substantially similar to that date of the Company lump-sum severance amount as set forth in Section 5(a)(i). Additionally, any rights to coverage under Bancshares group health plan pursuant to Section 5(a)(ii) shall terminate in the event of a breach of one or any Related Entity in a geographic area within fifty (50) miles more of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation systemcovenants contained herein.
(ba) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall will not, without the prior written consent of Bancshares, (i) divert or attempt to divert from Bancshares or any Subsidiary any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of Bancshares or a Subsidiary or affiliate (or any particular customer with whom Bancshares or any Subsidiary or affiliates had business contacts in the one-year period immediately preceding Executive’s termination of employment or with whom Executive may have dealt at any time during his employment by the Company; (ii) recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of Bancshares or a Subsidiary or affiliate or any person who was an employee of any of the foregoing in the six (6) months preceding Executive’s termination of employment, or solicit or encourage any employee of any of the foregoing to terminate employment; or (iii) otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
(b) Executive will not disclose or permit the disclosure of any confidential information to any person other than an employee of the Company or an individual engaged by the Company to render professional services to the Company under circumstances that require such person to maintain the confidentiality of such information, except as such disclosure may be required by law law. For purposes of this Agreement “confidential information” shall include but not be limited to trade secrets, customer lists, operational methods, marketing plans or legal processstrategies, communicate business acquisition or divulge any such informationdisposition plans, knowledge personnel or data employment plans, financial budgets and forecasts and technical processes, except for information that (i) was or becomes generally available to anyone the public other than as a result of disclosure by Executive and/or (ii) was or becomes available to Executive on a non-confidential basis from a source other than the Company or a Related Entity Company. Executive acknowledges and those designated by agrees that any and all non-public information regarding the Company and its customer is confidential and the unauthorized disclosures of such information will result in irreparable harm to the Company.
(c) Executive agrees that Executive will not at any time make, publish or a Related Entity. Executive's covenant under this subsection communicate (bwhether orally or in writing) is effective regardless to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning Bancshares or any Subsidiary or its businesses, or any of whether Executive receives or becomes entitled to receive benefits under this Agreementits employees, officers, members of its Board of Directors and existing and prospective customers, investors and associated third parties.
Appears in 1 contract
Sources: Change in Control Agreement (First Bancshares Inc /MS/)
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of agrees that during Executive’s employment by the Company or any Related Entity and for a period of 12 months after the Termination Date two (2) years thereafter (the "Non-Competition “Restrictive Period"”) will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control Executive shall comply with the Executive to, directly or indirectly:
(i) solicit for employment any employee restrictive covenants set forth in this Section 6. Executive’s receipt of the Company or any Related Entity (severance pay and it shall be presumed to be a violation benefits under Section 5 of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity Agreement is conditioned upon Executive’s compliance with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof these covenants while employed by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and through the payment software or services;
(▇v) engage in any business substantially similar to that date of the Company lump-sum severance amount as set forth in Section 5(a)(i). Additionally, any rights to coverage under the HHC group health plan pursuant to Section 5(a)(ii) shall terminate in the event of a breach of one or any Related Entity in a geographic area within fifty (50) miles more of the offices of covenants contained herein during the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation systemCoverage Period.
(ba) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall will not, without the prior written consent of HHC, (i) divert or attempt to divert from HHC or any Subsidiary any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of HHC or a Subsidiary or affiliate (or any particular customer with whom HHC or any Subsidiary or affiliates had business contacts in the one-year period immediately preceding Executive’s termination of employment or with whom Executive may have dealt at any time during his employment by the Company; (ii) recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of HHC or a Subsidiary or affiliate or any person who was an employee of any of the foregoing in the six (6) months preceding Executive’s termination of employment, or solicit or encourage any employee of any of the foregoing to terminate employment; or (iii) otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
(b) Executive will not disclose or permit the disclosure of any confidential information to any person other than an employee of the Company or an individual engaged by the Company to render professional services to the Company under circumstances that require such person to maintain the confidentiality of such information, except as such disclosure may be required by law law. For purposes of this Agreement “confidential information” shall include but not be limited to trade secrets, customer lists, operational methods, marketing plans or legal processstrategies, communicate business acquisition or divulge any such informationdisposition plans, knowledge personnel or data employment plans, financial budgets and forecasts and technical processes, except for information that (i) was or becomes generally available to anyone the public other than as a result of disclosure by Executive and/or (ii) was or becomes available to Executive on a non-confidential basis from a source other than the Company. Executive acknowledges and agrees that any and all non-public information regarding the Company and its customer is confidential and the unauthorized disclosures of such information will result in irreparable harm to the Company. {JX109880.1}
(c) Executive agrees that Executive will not at any time make, publish or communication (whether orally or in writing) to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning HHC or a Related Entity Subsidiary or its businesses, or any of its employees, officers, members of its Board of Directors and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreementexisting and prospective customers, investors and associated third parties.
Appears in 1 contract
Sources: Change in Control Employment Agreement (Hancock Holding Co)
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant System Company employer) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) with an entity listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in compe▇▇▇▇▇n with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (a) of subsection 2.2, Executive shall repay to Executive's System Company employer, within 5 business days of Executive's System Company employer's written request therefor, any amounts previously paid to him pursuant to subsections 3.1 and 3.5, and Executive shall have no further entitlement to receive any additional payments or benefits under this subsection such subsections.
(b) is effective regardless For a period of whether two years following the Date of Termination, Executive receives agrees not to take any action or becomes entitled make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or its clients, suppliers or employees. In the event of any violation by Executive of this paragraph (b) of this subsection 2.2, Executive shall repay to Executive's System Company employer, within 5 business days of Executive's System Company employer's written request therefor, any amounts previously paid to him pursuant to subsections 3.1 and 3.5, and Executive shall have no further entitlement to receive any additional payments or benefits under this Agreementand of such subsections.
Appears in 1 contract
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in comp▇▇▇▇▇on with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.3 and 3.4, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Three-Times Severance Payment or the Four-Times Severance Payment previously paid to him pursuant to subsections 3.3 and 3.4, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementsuch subsections.
Appears in 1 contract
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:following.
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) ▇▇ competition with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.4, 3.5, 3.6 and 3.7, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Three- Times Severance Payment or the Four-Times Severance Payment previously paid to him pursuant to subsections 3.4, 3.5, 3.6 and 3.7, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementand of such subsections.
Appears in 1 contract
Executives Covenants. In consideration (a) Subject to the terms and conditions of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee shall remain in the employ of the Company or any Related Entity and for a period until the earliest of 12 months after (1) the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled date of termination by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company Executive’s employment for Good Reason or any Related Entity by reason of death, Disability or retirement, or (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of 2) the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof termination by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or Executive’s employment for any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation systemreason.
(b) The Executive hereby covenants and agrees that he will not, either during the Term or at any time thereafter disclose to hold any person not employed by the Company any Confidential or Proprietary Information of the Company. As used herein, “Confidential or Proprietary Information” shall include all information of any nature and in any form which is owned by the Company and which is not publicly available or generally known to persons engaged in businesses similarly related to those of the Company. Confidential or Proprietary Information shall include, without limitation, the Company’s development projects; computer software and related documentation and materials; designs, practices, processes, methods, know-how and other facts relating to the Company’s business or to the Company’s sales, advertising, promotions, financial matters, customers, customer lists or customers’ purchases of goods or services from the Company; and all other secrets and other information of a fiduciary capacity confidential or proprietary nature.
(c) During such period as Executive is employed by the Company, and, in the case of a Tier I Executive, for a thirty-six month (36) month period, and in the benefit case of Tier II Executive, a twenty-four (24) month period, following a Date of Termination (the “Noncompetition Period”), the Executive specifically agrees that the Executive shall not (except on behalf of the Company and while the Related Entities all secret Executive is employed by the Company), either directly or confidential informationindirectly, knowledge as a stockholder of any corporation or data relating to partner of any partnership or as an owner, investor, principal or agent, or in any other manner, engage in any business within the geographic area where the Company or conducted business immediately prior to a Change in Control (the “Geographic Area”), which competes in any Related Entity which shall have been obtained by Executive during Executive's employment manner with any business conducted by the Company or any Related Entity and which immediately prior to the Change in Control Date. The Executive agrees that so long as Executive is working for the Company, the Executive shall not be undertake the planning or become public knowledge (other than by acts organizing of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment any business activity competitive with the Company and each Subsidiary, business of the Company. The Executive shall not, without agrees not to directly or indirectly solicit or induce any of the prior written consent Company’s employees to leave the Employ of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than during the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this AgreementNoncompetition Period.
Appears in 1 contract
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in compe▇▇▇▇▇n with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsection 3.3, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections; provided that this subsection 2.2(A) shall not apply to Executive during any period in which Executive is employed by TRANSCO.
(B) For a period of two years following the Date of Termination, Executive agrees not to rake any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Four-Times Severance Payment previously paid to him pursuant to subsection 3.3, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under such subsection; provided that this Agreementsubsection 2.2 (B) shall not apply to Executive during any period in which Executive is employed by TRANSCO.
Appears in 1 contract
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in compe▇▇▇▇▇n with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.3 and 3.4, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Three-Times Severance Payment or the Four-Times Severance Payment previously paid to him pursuant to subsections 3.3 and 3.4, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementsuch subsections.
Appears in 1 contract
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreementof, and as a condition to, the sufficiency of which Company providing to the Executive acknowledgesthe Termination Benefits set forth in Sections 4.1 and 4.2, the Executive covenants as followsand agrees:
(a) The Executive that during the Term of this Agreement and for two (2) years after the Executive’s Date of Termination resulting from a termination by the Company for any reason other than for Death or Disability and so long as he such termination does not trigger or she remains an employee of entitle the Company Executive to any payments or any Related Entity and for a period of 12 months after benefits under the Termination Date (Change in Control Agreement, the "Non-Competition Period") Executive will not, nor will he or she permit any person, firm, corporation, partnership or other entity that not directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation systemRestricted Activities.
(b) Executive agrees to hold sign a valid, binding, irrevocable general release of any claims he has or may have against the Company, including its subsidiaries, in a fiduciary capacity for the benefit of the Company and the Related Entities all secret connection with or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's his employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After and/or termination of Executive's from employment with the Company in the form attached hereto as Attachment A, within twenty-one (21) days of his Date of Termination resulting from a termination by the Company, provided further that the Company shall be permitted to defer any payments and each Subsidiaryany benefits provided for in this Agreement whether pursuant to Sections 4.1(b) and 4.3(b) or otherwise until the tenth day after the later of the receipt of such release and the time at which the release has become valid, binding and irrevocable; provided that if the last day on which the Company would be permitted to commence payments and benefits under this Agreement in accordance with this provision falls in the taxable year following the taxable year in which the Date of Termination occurs, then all benefits and payments shall be made beginning in that taxable year. Notwithstanding the foregoing, the Company agrees and hereby acknowledges that the Release contained in Attachment A is not intended to and does not (i) apply to any claims the Executive shall notmay bring to enforce the terms of this Agreement, without the prior Change in Control Agreement, or any outstanding Equity Award Agreement and applicable equity Plan; (ii) release the Company of any obligation it may have pursuant to a written consent agreement, the Company’s articles or organization or bylaws or as mandated by statute to indemnify the Executive as an officer or director of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to the Executive or the Executive’s estate, conservator or designated beneficiary (ies) under and in accordance with the terms of any applicable Company benefit plan and/or program.
(c) to continue to comply with any post-termination obligations he may have to the Company arising from this Agreement or any other agreement the Executive has with the Company, its subsidiaries, affiliates or divisions, including but not limited to the following: • All Outstanding Equity Award Agreements • Employment Agreement dated July 30, 2004 • Change in Control Agreement
(d) to cooperate with and provide all reasonable assistance to the Company, with respect to any civil, criminal or administrative investigations, actions and/or proceedings involving the Company and relating in any way to Executive’s positions, duties and responsibilities while at the Company or as may be required to any matters which the Executive handled, participated in or had knowledge of while employed by law the Company.,
(e) not to make any false or legal processdisparaging or derogatory statements or remarks to any person or entity about the Company’s (including its subsidiaries’) business affairs, communicate financial condition, or divulge about any such information, knowledge or data to anyone other than the Company or a Related Entity subsidiary directors, officers, employees, stockholders and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreementagents.
Appears in 1 contract
Sources: Agreement Regarding Termination Benefits (Teradyne, Inc)
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for A. For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Executive's System Company employer) either in his individual capacity or together with any other person. corporation. governmental agency or body, or other entity, that is (i) with an entity listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in compe▇▇▇▇▇n with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph A of subsection 2.2, Executive shall repay to Executive's System Company employer, within 5 business days of Executive's System Company employer's written request therefor, any amounts previously paid to him pursuant to Section 4, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsection.
B. For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal processExecutive of this paragraph B of this subsection 2.2, communicate or divulge any such information, knowledge or data Executive shall repay to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless System Company employer, within 5 business days of whether Executive's System Company employer's written request therefor, any amounts previously paid to him pursuant to Section 4, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementsuch subsections.
Appears in 1 contract
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in co▇▇▇▇▇tion with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.4 and 3.6, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Three-Times Severance Payment or Five-Times Severance Payment previously paid to him pursuant to subsections 3.4 and 3.6, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementsuch subsections.
Appears in 1 contract
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(iv) ▇v) engage ▇▇age in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreement.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Intelidata Technologies Corp)
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive that during Executive's employment by the Company or any Related Entity and which for a period of two (2) years thereafter (the "Restrictive Period") Executive shall not be or become public knowledge (other than by acts comply with the restrictive covenants set forth in this Section 6. Executive's receipt of Executive or representatives of Executive in violation the severance pay and benefits under Section 5 of this subsection (b)). After termination of Agreement is conditioned upon Executive's employment compliance with these covenants while employed by the Company and each Subsidiarythrough the payment date of the lump-sum severance amount as set forth in Section 5(a)(i). Additionally, any rights to coverage under the HWC group health plan pursuant to Section 5(a)(ii) shall terminate in the event of a breach of one or more of the covenants contained herein during the Coverage Period.
(a) Executive shall will not, without the prior written consent of HWC, (i) divert or attempt to divert from HWC or any Subsidiary any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of HWC or a Subsidiary or affiliate (or any particular customer with whom HWC or any Subsidiary or affiliates had business contacts in the one-year period immediately preceding Executive's termination of employment or with whom Executive may have dealt at any time during his employment by the Company; (ii) recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of HWC or a Subsidiary or affiliate or any person who was an employee of any of the foregoing in the six (6) months preceding Executive's termination of employment, or solicit or encourage any employee of any of the foregoing to terminate employment; or (iii) otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.
(b) Executive will not disclose or permit the disclosure of any confidential information to any person other than an employee of the Company or an individual engaged by the Company to render professional services to the Company under circumstances that require such person to maintain the confidentiality of such information, except as such disclosure may be required by law law. For purposes of this Agreement "confidential information" shall include but not be limited to trade secrets, customer lists, operational methods, marketing plans or legal processstrategies, communicate business acquisition or divulge any such informationdisposition plans, knowledge personnel or data employment plans, financial budgets and forecasts and technical processes, except for information that (i) was or becomes generally available to anyone the public other than as a result of disclosure by Executive and/or (ii) was or becomes available to Executive on a non confidential basis from a source other than the Company. Executive acknowledges and agrees that any and all non-public information regarding the Company and its customer is confidential and the unauthorized disclosures of such information will result in irreparable harm to the Company.
(c) Executive agrees that Executive will not at any time make, publish or communication (whether orally or in writing) to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning HWC or a Related Entity Subsidiary or its businesses, or any of its employees, officers, members of its Board of Directors and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreementexisting and prospective customers, investors and associated third parties.
Appears in 1 contract
Sources: Change in Control Employment Agreement (Hancock Whitney Corp)
Executives Covenants. In consideration of the Company's promises to ---------------------- --------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for a period of 12 months after the Termination Date (the "Non-Competition Period") will not, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(iv) ▇v) engage ▇gage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
(vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or as may be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreement.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Intelidata Technologies Corp)
Executives Covenants. In consideration of Executive agrees to the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as followsfollowing:
(aA) The Executive for so long as he or she remains an employee of the Company or any Related Entity and for For a period of 12 months after two years following the Termination Date (the "Non-Competition Period") will notof Termination, nor will he or she permit any person, firm, corporation, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with the Executive to, directly or indirectly:
(i) solicit for employment any employee of the Company or any Related Entity (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employee);
(ii) solicit the business of any customer of the Company or any Related Entity with respect to businesses of the type referred to in subsection 10(a)(iii) hereof;
(iii) Not engage in any business of the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that of the Company or any Related Entity in a geographic area within fifty (50) miles of the offices of the Company or Related Entity at which the Executive was previously located;
(v) make any direct or indirect investment in any person, firm, corporation, partnership employment or other entity that engages or proposes to engage in the business of the Company or any Related Entity; or
activity (vi) make any comments, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment with the Company and each Subsidiary, Executive shall not, without the prior written consent of Company) either in his individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (i) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (ii) in competi▇▇▇▇ with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. In the event of any violation by Executive of this paragraph (A) of subsection 2.2, Executive shall repay to Company, within 5 business days of Company's written request therefor, any amounts previously paid to him pursuant to subsections 3.3 and 3.4, and Executive shall have no further entitlement to receive any additional payments or benefits under such subsections.
(B) For a period of two years following the Date of Termination, Executive agrees not to take any action or make any statement, written or oral, to any current or former employee of any System Company, or to any other person, which disparages any System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any System Company or as may be required its clients, suppliers or employees. In the event of any violation by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under Executive of this paragraph (B) of this subsection (b) is effective regardless 2.2, Executive shall repay to Company, within 5 business days of whether Company's written request therefor, any amounts in respect of the Three-Times Severance Payment or the Four-Times Severance Payment previously paid to him pursuant to subsections 3.3 and 3.4, and Executive receives or becomes entitled shall have no further entitlement to receive any additional payments or benefits under this Agreementsuch subsections.
Appears in 1 contract
Executives Covenants. In consideration of the Company's promises to ---------------------- Executive in this Agreement, the sufficiency of which Executive acknowledges, Executive covenants as follows:
(a) 12.1 The Executive for so long as he or she remains an employee acknowledges that the provisions of this clause 12 are fair and reasonable and necessary to protect the legitimate business interests of the Company or any Related Entity and for a each Group Company.
12.2 The period of 12 months after time during which the restrictions referred to in clauses 12.4 to 12.6 shall apply following the Termination Date (shall be reduced by the "Non-Competition Period") will notamount of time during which, nor will he if at all, the Company exercises all or she permit any of its rights under clause 11.
12.3 The Executive agrees that in the event of him receiving from any person, firmcompany, corporation, partnership business entity or other organisation an offer of employment or engagement either during the continuance of this Agreement or during the continuance in force of any of the restrictions set out in this clause 12, he will forthwith provide to such person, company, business entity that or other organisation making the offer of employment or engagement a full and accurate copy of this Agreement signed by the parties hereto and will notify the Company of such offer of employment or engagement.
12.4 The Executive shall not during the Restricted Period within the Restricted Area carry on or be concerned, engaged or interested directly or indirectly controls, is controlled by in any capacity whatsoever in any trade or is under common control business competing with the Business in which he shall have been engaged or involved at any time during the Lookback Period;
12.5 The Executive to, directly or indirectlyshall not during the Restricted Period:
(i) solicit for employment either on his own behalf or in any employee other capacity whatsoever directly or indirectly do or say anything with the intention or effect of influencing any person to cease business with the Company or any Related Entity Group Company on substantially the same terms as previously (and it shall be presumed to be a violation of this covenant if a subsequent employer of Executive hires an employee of the Company or any Related Entity unless Executive can demonstrate to the Company's reasonable satisfaction that the Executive had no knowledge of or participation in the solicitation and hiring of the employeeat all);
(ii) either on his own behalf or in any other capacity whatsoever directly or indirectly endeavour to entice away from the Company or any Group Company or solicit the business of any customer person, firm or company who was a client, customer, supplier, agent or distributor of the Company or any Related Entity Group Company during the Lookback Period with respect to businesses whom he shall have been engaged or involved by virtue of his duties during the type referred to in subsection 10(a)(iii) hereof;Lookback Period; or
(iii) engage either on his own behalf or in any business of other capacity whatsoever directly or indirectly employ, engage or induce, or seek to induce, to leave the type conducted as of the date hereof by the Company or any Related Entity, which shall be limited to Internet banking and electronic bill presentment and payment software or services;
(▇v) engage in any business substantially similar to that service of the Company or any Related Entity in Group Company any person who is or was a geographic area within fifty (50) miles Key Executive with whom he shall have had dealings during the Lookback Period whether or not such person would commit any breach of his contract of employment by reason of so leaving the offices service of the Company or Related Entity at which Group Company.
12.6 The Executive shall not during the Executive was previously located;
(v) make Restricted Period either on his own behalf or in any direct other capacity whatsoever directly or indirect investment in indirectly have any dealings with any person, firmfirm or company who was a client, corporationcustomer, partnership supplier, agent or distributor of the Company or Group Company during the Lookback Period with whom he shall have been engaged or involved by virtue of his duties during the Lookback Period where such dealing may lead to any person ceasing to do business with the Company or the Group Company on substantially the same terms as previously (or at all).
12.7 Each of the restrictions contained in each sub-clause of 12.4 to 12.6 is separate and distinct and is to be construed separately from the other entity such restrictions. The Executive hereby acknowledges that engages or proposes he considers such restrictions to engage be reasonable both individually and in the aggregate and that the duration extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate business interests of the Company or any Related Entity; or
(vi) make Group Company. If any commentssuch restriction shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, whether written or unwritten, which disparage the services and products provided by the Company or any Related Entity or which are critical of the performance or professionalism of the officers, employees, and Boards of Directors of the Company or any Related Entity; provided, however, that this Section 10(a) shall not be construed to prohibit the Executive from owning less than an aggregate of 5% of any class of capital stock of any corporation hereby agrees that is traded on a national securities exchange or inter-dealer quotation system.
(b) Executive agrees to hold in a fiduciary capacity for the benefit of the Company and the Related Entities all secret or confidential information, knowledge or data relating to the Company or any Related Entity which such restriction shall have been obtained by Executive during Executive's employment by the Company or any Related Entity and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this subsection (b)). After termination of Executive's employment apply with the Company and each Subsidiary, Executive shall not, without the prior written consent of the Company or such modification as may be required by law or legal process, communicate or divulge any such information, knowledge or data necessary to anyone other than the Company or a Related Entity and those designated by the Company or a Related Entity. Executive's covenant under this subsection (b) is effective regardless of whether Executive receives or becomes entitled to receive benefits under this Agreementmake it valid.
Appears in 1 contract