Common use of Non-Compete Clause in Contracts

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder.

Appears in 7 contracts

Samples: Amended and Restated Employment Agreement (Grey Wolf Inc), Amended and Restated Employment Agreement (Grey Wolf Inc), Amended and Restated Employment Agreement (Grey Wolf Inc)

Non-Compete. The Without the prior written consent of the Board of the Company, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) below) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Commencement Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination second anniversary of the Executive's employment hereunder termination of employment.

Appears in 5 contracts

Samples: Amended and Restated Employment Agreement (Professional Detailing Inc), Amended and Restated Employment Agreement (Professional Detailing Inc), Amended and Restated Employment Agreement (Professional Detailing Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) In consideration of: (i) engage or participate in the Company Business; or payment by the Buyer to Executive of the Merger Consideration, (ii) the Buyer's willingness to enter into the employ of Merger Agreement, and (iii) the consideration payable to Executive hereunder, Executive agrees that: (A) for the period beginning at the Effective Time and ending on the second anniversary of the Effective Time or render any other services to, any person engaged (B) in the Company Business except as permitted hereunder. In addition event that the period set forth in clause (A) is determined to be unenforceable by a court of competent jurisdiction, the maximum lesser period allowable, Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does will not, directly or indirectly, own be employed by (whether as an officer, employee, director proprietor, partner, consultant or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any Restricted Company. It is agreed that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly-traded company or more ownership of any class an interest in an investment fund with respect to which Executive does not make investment decisions shall not in and of equity securities itself, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean constitute a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination violation of this Agreement; provided, however, Section. It is further agreed that if the Company shall have terminated the Executive's employment foregoing consideration is not intended to constitute liquidated damages for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms a violation of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder section.

Appears in 3 contracts

Samples: Change of Control Severance Agreement (Webtrends Corp), Change of Control Severance Agreement (Netiq Corp), Netiq Corp

Non-Compete. The "Restricted Period" for purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the date three (3) years after termination of Executive's employment for any reason; provided that, if Executive's employment with the Company is terminated by Executive for Good Reason or by the Company without Cause, then the payments to which Executive is entitled under Sections 9.1, 9.2 and 9.4, shall be paid to Executive in consideration for the survival of the Restricted Period beyond the effective date of termination of Executive's employment. Executive hereby agrees that he shall not at all times during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term Period, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Executive shall not, directly or indirectly (except indirectly, as executive, agent, consultant, stockholder, director, co-partner or in the Executive's capacity as an officer of the Company) (i) any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in the Company Business; any manner in, act as a consultant or advisor to, render services for ( ii) enter the employ of alone or in association with any person, firm, corporation or entity), or render any other services to, otherwise assist any person engaged or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Company Business except as permitted hereunder. In addition, anywhere within the Executive agrees that he shall not during United States and Canada (the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder "Territory"); provided, however, that nothing contained herein shall be construed to prevent Executive from investing in the Executive may own, directly or indirectly, solely as an investment, securities stock of any person traded competing corporation listed on any a national securities exchange or listed on traded in the National Association of Securities Dealers Automated Quotation System over-the-counter market, but only if the Executive is not a controlling person of involved in the business of said corporation and if Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing as in effect on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined hereof), collectively, do not own more than an aggregate of two percent ( b 2%) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms stock of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder such corporation.

Appears in 3 contracts

Samples: Amended and Restated Executive Employment Agreement (Anicom Inc), Amended and Restated Executive Employment Agreement (Anicom Inc), Amended and Restated Executive Employment Agreement (Anicom Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive 's ’s capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the " Restricted Period " shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive 's ’s employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive 's ’s employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive 's ’s employment hereunder.

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Grey Wolf Inc), Amended and Restated Employment Agreement (Grey Wolf Inc), Employment Agreement (Grey Wolf Inc)

Non-Compete. The Executive covenants and agrees that for such period as he of she shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained be employed by the Company within one year prior to the end of the Term and, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer event Executive voluntarily terminates this Agreement (other than due to a breach of this Agreement by the Company) (i) engage or participate in the Company Business; or terminates the Agreement by Notice ( ii) enter the employ of, or render any other services pursuant to, any person engaged and in compliance with, the Company Business except as permitted hereunder. In addition terms of Section 5(e)), for a period of twenty-four (24) months after such termination (the "Noncompete Period"), the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including will not, without limitation the prior written consent of the Board, either directly or indirectly, whether as an individual, partner, shareholder, lender principal or as agent, officer, director, principal employee, agent or trustee except consultant, stockholder, investor (other than as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities a passive owner of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own more than five percent (5%) or more of any class of equity securities securities traded on a national or regional stock exchange) or otherwise, alone or in association with any other person, firm, corporation or other business organization (each a "Person"), carry on, manage, control, consult with, render services for, or securities convertible into be engaged, concerned or exercisable take part in, or exchangeable for five percent (5%) render like services to, or more own any interest or share in earnings of any class Person competing with the businesses of equity securities the Company, of as such person. As used herein, the "Restricted Period" shall mean a period commencing businesses exist or are in process on the date hereof and terminating upon the first to occur of (a) the date on such termination, within any geographical area in which the Company terminates or is deemed to terminate engages at any time during the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination term of this Agreement; provided Agreement (including any extension thereof) in such businesses, however, that if unless the Company shall have terminated the Executive's employment for Cause and such Cause consents thereto in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder writing.

Appears in 3 contracts

Samples: GeoBio Energy, Inc., GeoBio Energy, Inc., GeoBio Energy, Inc.

Non-Compete. The As an independent covenant, and in order to enforce the provision of Section 3.1.2 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined ) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices ), directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its subsidiaries), (i) engage or participate in the Company Business; or (ii ) divert, take or solicit any offshore drilling business of any customer of the Company or its subsidiaries; (iii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, member, manager, director, principal, agent or trustee except as permitted hereunder; provided , . however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein in this Agreement, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon continuing until the first to occur end of (a) the date on Term and for such additional period thereafter, if any, during which the Company terminates or is deemed obligated to terminate pay the Executive's employment without Cause Severance Payments (as hereinafter defined), (b) the date and is making such payments, to the Executive terminates or is deemed to terminate his employment pursuant to as provided in Section 4.6 4.3 hereof , or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder .

Appears in 2 contracts

Samples: Employment Agreement (Chiles Magellan LLC), Employment Agreement (Chiles Offshore LLC)

Non-Compete. The As an independent covenant, and in order to enforce the provisions of Sections 3.1.3 and 3.1.5 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) anywhere within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, continental United States directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein, the " Restricted Period RESTRICTED PERIOD" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one two ( 1 2) year years following the termination of the Executive's employment hereunder.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Advanced Technical Products Inc), Amended and Restated Employment Agreement (Advanced Technical Products Inc)

Non-Compete. The During the Employment Period and until the six month anniversary of Executive's Date of Termination, in the event Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained is terminated by the Company for Cause, Executive terminates employment without Good Reason, or Executive is terminated by the Company for Disability, the Executive will not (i) engage, anywhere within one year prior to the end geographical areas in which the Company or any of its controlled Affiliates (the "Designated Entities") are conducting their business operations or providing services as of the Term Date of Termination, including in any business which is being engaged in by the Designated Entities as of the Date of Termination or pursue or attempt to develop any project known to Executive and which the Designated Entities are pursuing, without limitation developing or attempting to develop as of the Date of Termination (a "Project"), the office address specified from time to time pursuant to Section 7.2 hereof and any field offices unless such Project has been inactive for over nine (9) months, directly or indirectly (except indirectly, alone, in the Executive's capacity association with or as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of a stockholder, or render any other services to principal, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual agent, partner , shareholder, lender , officer, director, principal, agent employee or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities consultant of any person traded on other organization, (ii) divert to any national securities exchange entity which is engaged in any business conducted by the Designated Entities in the same geographic area as the Designated Entities, any Project or listed on any customer of any of the National Association Designated Entities or (iii) solicit any officer, employee (other than secretarial staff) or consultant of Securities Dealers Automated Quotation System if any of the Designated Entities to leave the employ of any of the Designated Entities. Notwithstanding the preceding sentence, Executive is shall not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own be prohibited from owning less than five percent (5%) or more percent of any class of equity securities publicly traded corporation, whether or securities convertible into or exercisable or exchangeable for five percent (5%) or more of not such corporation is in competition with the Company. If, at any class of equity securities, of such person. As used herein time, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination provisions of this Agreement Section 8(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; provided, however, and Executive agrees that if the Company this Section 8(c) as so amended shall have terminated the Executive's employment for Cause be valid and such Cause in fact exists binding as though any invalid or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder unenforceable provision had not been included herein.

Appears in 2 contracts

Samples: Verado Holdings Inc, Verado Holdings Inc

Non-Compete. The In consideration of the benefits provided for in this Agreement, and to protect the Confidential Information to be provided to him, Executive covenants and agrees that during his employment and for a period of three years following the termination of his employment for whatever reason (the “Restricted Period”), he shall not during will not, in those geographic areas in which the Restricted Period ( Partnership or any of its Subsidiaries actively conduct business as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term date of this Agreement or within the preceding six months, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of for himself, or render in conjunction with any other services to, any person engaged in the Company Business except Person (whether as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual a shareholder, partner, shareholder member, principal, agent, lender, director, officer, director manager, principal trustee, agent representative, employee or trustee except as permitted hereunder; provided, however, that the Executive may own consultant), directly or indirectly, solely be employed by, provide services to, in any way be connected, associated or have any interest in, or give advice or consultation to (in each case whether for pay or otherwise) any Competitive Business without the Managing General Partner’s prior written consent except (i) as an investment specifically contemplated by, and in accordance with, Section 3 as it relates to CDM MAX, and (ii) any investment by Executive in the publicly traded securities of any person traded on business entity constituting less than one percent (1%) of the securities of such class outstanding at the time any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the determination is made under this clause (ii). Should Executive is not be determined by a controlling person of final, or a member non-appealable judgment of a group which controls, such person and court of competent jurisdiction to have breached the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement foregoing non-compete obligation, the Restricted Period shall end one (1) year following be extended for the termination term of the Executive's employment hereunder breach as found by such court.

Appears in 2 contracts

Samples: Employment Agreement (Regency Energy Partners LP), Employment Agreement (Regency Energy Partners LP)

Non-Compete. The Executive In consideration of the compensation and other ----------- benefits payable to Employee hereunder, Employee agrees that he shall not not, without the prior written consent of the Company, engage in the point-of-care diagnostics business ("Prohibited Business") during the Restricted Period Term ( as hereinafter defined the "Non- Compete"). The Non-Compete shall extend for one (1) within a two hundred (200) mile radius of any office maintained by year commencing on the Company within one year prior to the end expiration or termination of the Term , including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however, that if the Executive may own Term of this ----------------- Agreement shall have continued for at least two (2) years from the date hereof, the Non-Compete shall terminate simultaneously with the expiration or termination of the Term. Employee shall be regarded as engaged in a Prohibited Business if he engages as partner, owner, agent, representative, employee, officer, director or consultant or participates, directly or indirectly, solely as an whether through investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of partnership, license, joint venture, or a member of a group which controls otherwise, such person and the Executive does not, directly in any Prohibited Business. Nothing set forth above shall be deemed to prevent Employee from merely acquiring or indirectly, own owning five percent (5%) or more less of any class entity, whether public or private, regardless of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of the business in which such person entity is engaged. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), Anything in this paragraph (b) to the date contrary notwithstanding, in the Executive terminates or is deemed to terminate his employment event of the termination of this Agreement by Employee pursuant to Section 4.6 hereof, paragraph (b) or (c) of Section 7, or in the date event of the termination of this Agreement; provided Agreement by the Company other than for Cause, however the Non- Compete shall thereafter be null and void and of no further force or effect, that if and the Company shall not have terminated any right to extend the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder Non-Compete as set forth above.

Appears in 2 contracts

Samples: Employment Agreement (Careside Inc), Employment Agreement (Careside Inc)

Non-Compete. The Provided that Company is at all times relevant hereto, carrying on the Business of the Company (as defined below), Executive agrees that he during the Term of this Agreement and for an additional period of one (1) year after the Term hereof, Executive shall not during within the Restricted Period United States directly or indirectly, in any form, capacity or manner, participate in activities which are competitive with the Business of the Company (as hereinafter defined defined below), or of those divisions, subsidiaries and affiliated companies of Company (each of which, including Company, is referred to as a "Protected Company") within or have a two hundred (200) mile radius direct monetary interest in or invest capital in any competitive company of any office maintained Company, whether such interest be by the Company within one year prior to the end way of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or ownership, (ii) enter the employ of stock interest, (iii) financing, (iv) lending arrangements, or render (v) in any other services to, form or of any person engaged in other nature. Upon the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not execution of this Agreement and during the Restrictive Period (as hereinafter defined) become interested Term hereof, Executive shall disclose to Company any stock owned by him and his family in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder company competitive with a Protected Company; provided, however, that the Executive may own shall not be prohibited from investing in any competitive company, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein aforesaid, the stock of which is publicly traded so long as his and his family's ownership collectively is nominal and for investment purposes only. For purposes hereof, the term " Restricted Period Business of the Company" shall mean television production and distribution. Notwithstanding the foregoing, in the event that a period commencing on court of competent jurisdiction determines that the date hereof foregoing restriction is invalid, Executive hereby agrees to indemnify and terminating hold Company harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys' fees) arising out of or connected with any claim, demand or action which is based upon a breach by Executive of the first to occur of (a) foregoing restriction. This section shall not be operative in the date on which event that Executive is terminated by the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder cause.

Appears in 2 contracts

Samples: Employment Agreement (Team Communication Group Inc), Employment Agreement (Team Communication Group Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive 's ’s capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the " Restricted Period " shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive 's ’s employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement ; provided . Notwithstanding the foregoing, however, that if if: (x) the Company shall have terminated the Executive 's ’s employment for Cause and such Cause in fact exists exists, the Restricted Period shall end one (1) year following the termination of the Executive’s employment hereunder or if (y) the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end six (6) months following the termination of Executive’s employment hereunder unless Executive shall have been promoted to President of the Company, in which event the Restricted Period shall end one (1) year following the termination of the Executive 's ’s employment hereunder.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Grey Wolf Inc), Employment Agreement (Grey Wolf Inc)

Non-Compete. The Without the prior written consent of the Board of Directors of the Company, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of any office maintained by metropolitan area in which the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and owns any field offices commercial real estate, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates): (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined iii) become interested acquire an equity interest in any such person in any capacity , including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined below) or by the Company without Cause (as defined below); provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing with the Effective Date and ending on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach anniversary of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination last day of the Executive's employment hereunder Term.

Appears in 2 contracts

Samples: Corporate Realty Consultants Inc, Corporate Realty Consultants Inc

Non-Compete. The Without the prior written consent of the Board of the Company, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Business (or any Business which the Company may become engaged in during the Employment Term which, for purposes of this Agreement, shall be included in the definition of the "Business "); or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) below) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination second anniversary of the Executive's employment hereunder termination of employment.

Appears in 2 contracts

Samples: Certificate of Incorporation (Infinite Group Inc), Certificate of Incorporation (Infinite Group Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company or any of its subsidiaries or affiliates), during the Restricted Period (as defined below) within any metropolitan area in which the Company ) , its parent, subsidiaries or affiliates is engaged directly or indirectly in the Business: (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined iii) become interested acquire an equity interest in any such person in any capacity , including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined below) or by the Company without Cause (as defined below); provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national or international securities exchange or listed on exchange, including the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if Agreement and ending on the Company shall have terminated the Executive's employment for Cause and first anniversary of such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder date.

Appears in 2 contracts

Samples: Simon Property Group L P /De/, SPG Realty Consultants Inc

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however further, that during the Restricted Period the Executive may own, directly or indirectly, up to 5%, solely as an a passive investment, of the securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination anniversary of the Executive's employment hereunder termination of employment.

Appears in 2 contracts

Samples: Non Competition Agreement (Q Comm International Inc), Non Competition Agreement (Q Comm International Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, up to 1%, solely as an a passive investment, of the securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur second anniversary of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) termination of employment. In the event the Company elects not to renew the Agreement, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof 5, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement above, the Restricted Period shall end one (1) year following be shortened to the termination period commencing on the Effective Date and ending on the first anniversary of the Executive's employment hereunder termination of employment.

Appears in 2 contracts

Samples: Employment Agreement (Q Comm International Inc), Indemnification Agreement (Q Comm International Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, up to 1%, solely as an a passive investment, of the securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the " Restricted Period " shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur second anniversary of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) termination of employment. In the event the Company elects not to renew the Agreement, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof 4, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement above, the Restricted Period shall end one (1) year following be shortened to the termination period commencing on the Effective Date and ending on the first anniversary of the Executive 's employment hereunder ’s termination of employment.

Appears in 2 contracts

Samples: Employment Agreement (Q Comm International Inc), Employment Agreement (Q Comm International Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) below) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination anniversary of the Executive's employment hereunder termination of employment, provided the termination was not without "cause".

Appears in 2 contracts

Samples: Non Competition Agreement (Q Comm International Inc), Non Competition Agreement (Q Comm International Inc)

Non-Compete. The Executive agrees that he shall not during (a)During the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant and subject to Section 7.2 hereof and any field offices 6.03(d), Executive shall not, directly or indirectly (except indirectly, engage in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or ( ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender investor, officer, employee, director, principal agent, agent or trustee consultant (any such capacity, being a “Participant”)) in or on behalf of any entity engaging in any line of business competitive with that of the Company or any of its Affiliates on the date of termination of Executive’s employment with the Company, or any line of business competitive with any line of business that the Company or any of its Affiliates was contemplating or conducting within the twenty-four (24) months prior to the date of termination of Executive’s employment with the Company.(b)During the Restricted Period (as defined below) and subject to Section 6.03(d), Executive shall not, directly or indirectly, except as permitted hereunder an employee of the Company, in any capacity for Executive or others, directly or indirectly call on, service, or solicit competing business from clients or prospective clients of the Company or its Affiliates (collectively with the obligations set forth in Section 6.03(a) the “Non-Compete Obligations”); provided, however, that the nothing herein shall prevent Executive may own, directly or indirectly, solely from investing as an investment, a less than 5% shareholder in securities of any person traded company listed on any a national securities exchange or listed quoted on an automated quotation system. (c)The Non-Compete Obligations shall remain in effect during the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person Employment Term and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of twelve ( a 12) months from the date on which the Employment Term is terminated (without regard to the reason for such termination) (the applicable period of time being referred to herein as the “Restricted Period”). For the avoidance of doubt, the Non-Compete Obligations shall survive, and the Restricted Period shall not be terminated by, the termination of this Agreement under Section 3.04.(d)The geographic limitation for the Non-Compete Obligations is any state or province (or substantially equivalent designation of a geographic area within a foreign country) (i) in which the Company terminates or is deemed its Affiliates provided its products or services or conducted activities during the twenty-four (24) months prior to terminate the Executive's employment without Cause (as hereinafter defined) termination of the Employment Term, ( b ii) in which the date Company or its Affiliates had plans to provide or contemplated providing its products or services or conducting activities during the Executive terminates or is deemed twenty-four (24) months prior to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided the Employment Term, however, that if or (iii) in which a customer or client of the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder its Affiliates is located.

Appears in 1 contract

Samples: Employment Agreement (Azz Inc)

Non-Compete. The As a material inducement to the Company, HMG and MZCG to enter into this Agreement and to perform the transactions contemplated hereby, the Executive undertakes and agrees that that, except as otherwise provided in the LLC Agreement, he shall not during not, directly or indirectly, (i) compete or participate as a director, officer, employee, consultant, agent, representative or otherwise or as (A) the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius holder of more than 5% of the equity securities of any office maintained by the Company within one year prior to the end of the Term Person, (B) a partner or (C) a joint venturer, (ii) have any direct or indirect financial interest, including, without limitation, the interest of a creditor, in any business competing directly with the business of (1) the Company, HMG, MZCG (to the extent of any business of MZCG other than architectural or interior design) or any of their respective Affiliates at any time during the Two-Year Non-Compete Period or (2) MZCG, to the extent the business of MZCG consists of architectural or interior design at any time during the One-Year Non-Compete Period, in either case within a radius of two hundred (200) miles of any office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company ) (i) engage or participate in the Company Business; or (ii) enter the employ of , HMG, or render MZCG or any other services to, of their respective Affiliates existing at any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not time during the Restrictive Period (as hereinafter defined) become interested applicable Non-Compete Period. Anything contained in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), this paragraph (b) to the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof contrary notwithstanding, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment the right to compete with the Company in architectural and/or interior design business of MZCG following termination of this Agreement prior to the expiration of the Term hereof if this Agreement is so terminated by MZCG without cause or by the Executive on account of a material breach of the terms of this Agreement, the Restricted Period shall end one (1 any material representation or covenant as provided in Section 7(e)(ii) year following the termination of the Executive's employment hereunder hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (HMG Worldwide Corp)

Non-Compete. The As an independent covenant, and in order to enforce the provision of Section 3.1.2 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined ) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices ), directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its subsidiaries), (i) engage or participate in the Company Business; or (ii ) divert, take or solicit any offshore drilling business of any customer of the Company or its subsidiaries; (iii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer , member, manager, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein in this Agreement, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon continuing until the first to occur end of (a) the date on which Term and thereafter for the Company terminates or is deemed to terminate the Executive's employment without Cause Severance Period (as hereinafter defined), if any, to the extent the Company is making the Severance Payments ( b as hereinafter defined) the date to the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of as provided in this Agreement ; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder .

Appears in 1 contract

Samples: Ensco International Inc

Non-Compete. The As an independent covenant, and in order to enforce the provision of Sections 3.1.2 through 3.1.6 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive ofve does not, directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein, and in Sections 3.1.2 and 3.1.6 the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Eagle Geophysical Inc)

Non-Compete. The As an independent covenant, and in order to enforce the provisions of Sections 3.1.3 and 3.1.5 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred fifty ( 200 50) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company's principal office, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, 4 directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Eagle Geophyical Inc)

Non-Compete. The As an independent covenant, and in order to enforce the provisions of Sections 3.1.3 and 3.1.5 hereof and the other provisions of this Agreement, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two one hundred ( 200 100) mile radius of any office maintained by of the Company within one year prior to the end or any of the Term its affiliates, including, without limitation, the office address locations specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent ( 5 %) % or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent ( 5 %) % or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment 5 6 with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Form of Employment Agreement (Eagle Geophyical Inc)

Non-Compete. The During the Employment Period and until the first anniversary of Executive's Date of Termination, in the event Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained is terminated by the Company for Cause, Executive terminates employment without Good Reason, or Executive is terminated by the Company for Disability, the Executive will not (i) engage, anywhere within one year prior to the end geographical areas in which the Company or any of its controlled Affiliates (the "Designated Entities") are ------------------- conducting their business operations or providing services as of the Term Date of Termination, including in any business which is being engaged in by the Designated Entities as of the Date of Termination or pursue or attempt to develop any project known to Executive and which the Designated Entities are pursuing, without limitation developing or attempting to develop as of the Date of Termination (a "Project"), the office address specified from time to time pursuant to Section 7.2 hereof and any field offices ------- unless such Project has been inactive for over nine (9) months, directly or indirectly (except indirectly, alone, in the Executive's capacity association with or as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of a stockholder, or render any other services to principal, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual agent, partner , shareholder, lender , officer, director, principal, agent employee or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities consultant of any person traded on other organization, (ii) divert to any national securities exchange entity which is engaged in any business conducted by the Designated Entities in the same geographic area as the Designated Entities, any Project or listed on any customer of any of the National Association Designated Entities or (iii) solicit any officer, employee (other than secretarial staff) or consultant of Securities Dealers Automated Quotation System if any of the Designated Entities to leave the employ of any of the Designated Entities. Notwithstanding the preceding sentence, Executive is shall not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own be prohibited from owning less than five percent (5%) or more percent of any class of equity securities publicly traded corporation, whether or securities convertible into or exercisable or exchangeable for five percent (5%) or more of not such corporation is in competition with the Company. If, at any class of equity securities, of such person. As used herein time, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination provisions of this Agreement Section 8(c) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 8(c) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; provided, however, and Executive agrees that if the Company this Section 8(c) as so amended shall have terminated the Executive's employment for Cause be valid and such Cause in fact exists binding as though any invalid or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder unenforceable provision had not been included herein.

Appears in 1 contract

Samples: Employment Agreement (Firstworld Communications Inc)

Non-Compete. The Executive agrees that he shall not during During the Restricted Period (as hereinafter defined) within Employment Term and the Consulting Term and for a two hundred (200) mile radius period ending on the later to occur of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage two (2) years after expiration or participate in termination of the Company Business; Employment Term or (ii) enter two (2) years after the employ of, expiration or render any other services to, any person engaged in termination of the Company Business except as permitted hereunder. In addition Consulting Term, the Executive Employee agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested will not, in any manner, be engaged directly or indirectly, within the United States of America, its territories and possessions (or for such person in any capacity, including, without limitation, lesser period of time or for such lesser geographical areas as may be determined by a court of law or equity to be a reasonable limitation on such competitive activities) as an individual employee, partner , shareholder, lender , officer, director, principal representative, agent consultant, agent, stockholder, member or trustee except as permitted hereunder otherwise, in competition with the business which the Company or any of its affiliates or subsidiaries are conducting, or are planning to conduct, at the time of the expiration or termination of the Employment Term or the Consulting Term; provided, however, that nothing shall prohibit the Executive may own, directly or indirectly, solely as an investment, Employee from owning up to 5% of the outstanding securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein company, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur capital stock of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder publicly traded.

Appears in 1 contract

Samples: Brandpartners Group Inc

Non-Compete. The Executive agrees that he shall not during During the Restricted Period Period, the Shareholders ( as hereinafter defined other than Clairvest and its Affiliates) and their Affiliates shall not, anywhere within a two hundred fifty ( 200 50) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices county listed on Exhibit A, directly or indirectly indirectly, acting individually or as the owner, shareholder, partner, member or employee of any entity other than WCI or one of its subsidiaries, directly or indirectly, ( except in the Executive's capacity as an officer of the Company) (i A) engage in or participate in own or operate a business competitive with or similar to the Company Business, including the operation of a solid waste collection, transportation, disposal and/or composting business, transfer facility, recycling facility, materials recovery facility or solid waste landfill competitive with or similar to the Business; (B) whether or (ii) not for compensation, enter the employ of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of salary, commissions or otherwise from, any business competitive with or similar to the Business; (C) as owner or lessor of real estate or personal property, rent to or lease any facility, equipment or other services assets to any business engaged in activities competitive with or similar to the Business; or (D) receive or purchase a financial interest in, make a loan to, any person engaged or make a gift in the Company Business except as permitted hereunder. In addition support of, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person business in any capacity, including, without limitation, including as an individual a sole proprietor, partner, shareholder, lender member, officer, director, principal, agent agent, trustee or trustee except as permitted hereunder lender; provided, however, that the Executive any such Shareholder or an Affiliate may own, directly or indirectly, solely as an investment, securities of any person business traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive NASDAQ, provided that such Shareholder or such Affiliate is not a controlling person of, or a member of a group which that controls, such person business and the Executive further provided that any such Shareholder or such Affiliates does not , in the aggregate, directly or indirectly, own five two percent ( 5 2%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person business. As used herein Stock Purchase Agreement Hudson Valley Waste Holding, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination Inc. For purposes of this Agreement , the term “Restricted Period” shall mean, in the case of all the Shareholders (other than Clairvest and its Affiliates), the period beginning as of the Signing Date and ending five (5) years thereafter; provided, however, that if the Company shall have terminated the Executive's employment for Cause and a court of competent jurisdiction determines that such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement period is unenforceable, the Restricted Period shall end mean the period beginning as of the Signing Date and ending four (4) years thereafter; provided, however, that if a court of competent jurisdiction determines that such period is unenforceable, Restricted Period shall mean the period beginning as of the Signing Date and ending three (3) years thereafter; provided, however, that if a court of competent jurisdiction determines that such period is unenforceable, Restricted Period shall mean the period beginning as of the Signing Date and ending two (2) years thereafter provided, however, that if a court of competent jurisdiction determines that such period is unenforceable, Restricted Period shall mean the period beginning as of the Signing Date and ending one (1) year following thereafter, or such other period as the termination court shall determine to be reasonable. The Restricted Period shall be extended by the number of the Executive's employment hereunder days in any period in which any Shareholder or an Affiliate of any Shareholder is determined by a court of competent jurisdiction to be in default or breach of this Section 11.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections, Inc.)

Non-Compete. The Executive hereby covenants and agrees that he shall not that, during the Restricted Employment Period and for a period of twelve ( as hereinafter defined 12) within a two hundred (200) mile radius of any office maintained by months after the Company within one year prior to the end of the Term employment has terminated, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does will not, directly or indirectly, own five percent (5%) for Executive or more any other persons, firms, corporations, associations or other entity, either as principal, partner, agent, employee, subcontractor, officer, director, shareholder or in any other capacity, in the Restricted Area, perform services for, conduct, operate, finance or become engaged or interested in a business that competes with the Business of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause Employer (as hereinafter defined) . In the event of a breach by Executive of the covenant set forth in this Section 8.2 (as determined by a final and non-appealable decision of a court of competent jurisdiciton), the twelve ( b 12) month period for this covenant will be extended by the date period of the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof duration of the breach. Notwithstanding the foregoing, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall be permitted to own, as a passive investment, up to three (3%) percent of any class of securities of any person that are listed on any national or regional securities exchange or have terminated his employment with the Company in breach been registered under Section 12(g) of the terms Securities Exchange Act of this Agreement, 1934 regardless of whether such person is engaged in the Restricted Period shall end one (1) year following the termination Business of the Executive's employment hereunder Employer.

Appears in 1 contract

Samples: Employment Agreement (Leafbuyer Technologies, Inc.)

Non-Compete. The Executive In consideration of the compensation and other ----------- benefits payable to Employee hereunder, Employee agrees that he shall not not, without the prior written consent of the Company, engage in the point-of-care diagnostics business ("Prohibited Business") during the Restricted Period Term ( as hereinafter defined the "Non- Compete"). The Non-Compete shall extend for one (1) within a two hundred (200) mile radius of any office maintained by year commencing on the Company within one year prior to the end expiration or termination of the Term , including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however, that if the Executive may own Term of this ----------------- Agreement shall have continued for at least two (2) years from the date hereof, the Non-Compete shall terminate simultaneously with the expiration or termination of the Term. Employee shall be regarded as engaged in a Prohibited Business if he engages as partner, owner, agent, representative, employee, officer, director or consultant or participates, directly or indirectly, solely as an whether through investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of partnership, license, joint venture, or a member of a group which controls otherwise, such person and the Executive does not, directly in any Prohibited Business. Nothing set forth above shall be deemed to prevent Employee from merely acquiring or indirectly, own owning five percent (5%) or more less of any class entity, whether public or private, regardless of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of the business in which such person entity is engaged. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), Anything in this paragraph (b) to the date contrary notwithstanding, in the Executive terminates or is deemed to terminate his employment event of the termination of this Agreement by Employee pursuant to Section 4.6 hereof, paragraph (b) or (c) of Section 7, or in the date event of the termination of this Agreement; provided Agreement by the Company other than for Cause, however the Non-Compete shall thereafter be null and void and of no further force or effect, that if and the Company shall not have terminated any right to extend the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder Non-Compete as set forth above.

Appears in 1 contract

Samples: Employment Agreement (Careside Inc)

Non-Compete. The In consideration of the compensation and other items of benefit provided for in this Agreement, Executive covenants and agrees that he shall not during the Restricted Period Term of Employment and for a period of eighteen ( as hereinafter defined 18) within months following the Date of Termination of his employment for any reason, or from the entry by a two hundred (200) mile radius court of any office maintained by the Company within one year prior to the end competent jurisdiction of a judgment enforcing this Section, whichever of the Term foregoing is last to occur (the “Restricted Period”), including he will not, without limitation for himself, the office address specified from time to time pursuant to Section 7.2 hereof and or in conjunction with any field offices other Person (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee, intern, volunteer, consultant, or in another capacity), directly or indirectly (except indirectly, be employed by, provide services to, or in any way be connected, associated, or have any ownership or other interest in, or give advice or consultation to, any Competitive Business. Notwithstanding anything herein to the Executive's capacity as an officer of the Company contrary, this Section 10(c) shall not prevent Executive from: (i) engage acquiring securities representing not more than 1% of the outstanding voting securities of any entity the securities of which are traded on a national securities exchange or participate in the Company Business over the counter market; or (ii) enter the employ of, or render any other services to, any person engaged obtaining employment in the Company Business except hotel/resort industry for an entity that does not engage in the casino/gaming business so long as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of not otherwise breach any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination provision of this Agreement ; provided . Notwithstanding the foregoing, however, that if Executive’s employment is terminated under Section 9(c) within the Company shall have terminated first twelve (12) months immediately following the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement Start Date, the Restricted Period shall end one be reduced from eighteen ( 1 18) year following the termination of the Executive's employment hereunder months to twelve (12) months.

Appears in 1 contract

Samples: Employment Agreement (CAESARS ENTERTAINMENT Corp)

Non-Compete. The Provided that Company is at all times relevant hereto, carrying on the Business of the Company (as defined below), Executive agrees that he during the Term of this Agreement, and for an additional period of one (1) year after the Term hereof, Executive shall not during within the Restricted Period United States directly or indirectly, in any form, capacity or manner, participate in activities which are competitive with the Business of the Company (as hereinafter defined defined below), or of those divisions, subsidiaries and affiliated companies of Company (each of which, including Company, is referred to as a "Protected Company") within or have a two hundred (200) mile radius direct monetary interest in or invest capital in any competitive company of any office maintained Company, whether such interest be by the Company within one year prior to the end way of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or ownership, (ii) enter the employ of stock interest, (iii) financing, (iv) lending arrangements, or render (v) in any other services to, form or of any person engaged in other nature. Upon the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not execution of this Agreement and during the Restrictive Period (as hereinafter defined) become interested Term hereof, Executive shall disclose to Company any stock owned by him and his family in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder company competitive with a Protected Company; provided, however, that the Executive may own shall not be prohibited from investing in any competitive company, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein aforesaid, the stock of which is publicly traded so long as his and his family's ownership collectively is nominal and for investment purposes only. For purposes hereof, the term " Restricted Period Business of the Company" shall mean television production and distribution. Notwithstanding the foregoing, in the event that a period commencing on court of competent jurisdiction determines that the date hereof foregoing restriction is invalid, Executive hereby agrees to indemnify and terminating hold Company harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys' fees) arising out of or connected with any claim, demand or action which is based upon a breach by Executive of the first to occur of (a) foregoing restriction. 4 5 This section shall not be operative in the date on which event that Executive is terminated by the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder cause.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Team Communication Group Inc)

Non-Compete. The Provided that Company is at all times relevant hereto, carrying on the Business of the Company (as defined below), Executive agrees that he during the Term of this Agreement, and solely in the event that Executive does not exercise his option to extend the Term hereof for the Option Period, for an additional period of one (1) year after the Term hereof, Executive shall not during within the Restricted Period United States directly or indirectly, in any form, capacity or manner, participate in activities which are competitive with the Business of the Company (as hereinafter defined defined below), or of those divisions, subsidiaries and affiliated companies of Company (each of which, including Company, is referred to as a "Protected Company") within or have a two hundred (200) mile radius direct monetary interest in or invest capital in any competitive company of any office maintained Company, whether such interest be by the Company within one year prior to the end way of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or ownership, (ii) enter the employ of stock interest, (iii) financing, (iv) lending arrangements, or render (v) in any other services to, form or of any person engaged in other nature. Upon the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not execution of this Agreement and during the Restrictive Period (as hereinafter defined) become interested Term hereof, Executive shall disclose to Company any stock owned by him and his family in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder company competitive with a Protected Company; provided, however, that the Executive may own shall not be prohibited from investing in any competitive company, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein aforesaid, the stock of which is publicly traded so long as his and his family's ownership collectively is nominal and for investment purposes only. For purposes hereof, the term " Restricted Period Business of the Company" shall mean television production and distribution. Notwithstanding the foregoing, in the event that a period commencing on court of competent jurisdiction determines that the date hereof foregoing restriction is invalid, Executive hereby agrees to indemnify and terminating hold Company harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys' fees) arising out of or connected with any claim, demand or action which is based upon a breach by Executive of the first to occur of (a) foregoing restriction. This section shall not be operative in the date on which event that Executive is terminated by the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder cause.

Appears in 1 contract

Samples: Employment Agreement (Team Communication Group Inc)

Non-Compete. The Executive "Restricted Period" for purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the second anniversary of the effective date of the termination of Employee's employment by either Anicom or Employee, for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (as defined in Section 7(d)). Employee hereby agrees that he shall not at all times during the Restricted Period Period, Employee shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for ( as hereinafter defined alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere within thirty (30) within a two hundred (200) mile radius miles of any office maintained by the Company within one year prior to the end of Anicom or Purchaser existing as of the Term, including, without limitation earlier of the date of determination and the effective date of the termination of Employee's employment (collectively, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder "Territory"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a business in which the Executive may own sale of wire and cable is ancillary to the conduct of the business and such business does not compete with Anicom, directly or indirectly, solely as an investment, securities (fi) investing in the stock of any person traded competing corporation listed on any a national securities exchange or listed on traded in the National Association of Securities Dealers Automated Quotation System over-the-counter market, but only if the Executive Employee is not a controlling person of involved in the business of said corporation and if Employee and his "associates" (as such term is defined in Regulation 14A promulgated under the Securities Exchange Act of 1934, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing as in effect on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined hereof), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof collectively, or (c) the date do not own more than an aggregate of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach two percent of the terms stock of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder such corporation.

Appears in 1 contract

Samples: Settlement Agreement and Mutual Release (Anicom Inc)

Non-Compete. The Executive "Restricted Period" for purposes of this Agreement shall be the period of time commencing on the date hereof and ending on the second anniversary of the effective date of the termination of Employee's employment by either Anicom or Employee, for any reason, provided that Anicom may not terminate Employee's employment hereunder during the Initial Employment Period without "Cause" (as defined in Section 8(d)). Employee hereby agrees that he shall not at all times during the Restricted Period Period, Employee shall not, directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for ( as hereinafter defined alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere within thirty (30) within a two hundred (200) mile radius miles of any office maintained by the Company within one year prior to the end of Anicom or Purchaser existing as of the Term, including, without limitation earlier of the date of determination and the effective date of the termination of Employee's employment (collectively, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder "Territory"); provided, however, that nothing contained herein shall be construed to prevent Employee from (i) engaging in a business in which the Executive may own sale of wire and cable is ancillary to the conduct of the business and such business does not compete with Anicom, directly or indirectly, solely as an investment, securities (ii) investing in the stock of any person traded competing corporation listed on any a national securities exchange or listed on traded in the National Association of Securities Dealers Automated Quotation System over-the-counter market, but only if the Executive Employee is not a controlling person of involved in the business of said corporation and if Employee and his "associates" (as such term is defined in Regulation 14A promulgated under the Securities Exchange Act of 1934, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing as in effect on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date collectively, do not own more than an aggregate of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach two percent of the terms stock of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder such corporation.

Appears in 1 contract

Samples: Settlement Agreement and Mutual Release (Anicom Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive 's ’s capacity as an officer of the Company) (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the " Restricted Period " shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive 's ’s employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) Executive’s Retirement, or (d) the date Date of termination Termination of this Agreement; provided, however, that if the Company shall have terminated the Executive 's ’s employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive 's ’s employment hereunder.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Grey Wolf Inc)

Non-Compete. The Executive covenants and agrees that he shall not during (i) through the Restricted Period date the Executive ceases to be an employee of the Company and leaves the payroll of the Company for any reason, and ( as hereinafter defined ii) within a two hundred with respect to an Entity that is engaged in 19 19 competition with the Company and that had, or the parent Entity or predecessor Entity of which had, consolidated gross revenues from all sources, including non-competitive businesses, of $2 billion or more for the fiscal year preceding the Executive's commencement of service for such Entity, through the date that is the earlier of ( 200 a) mile radius twelve months after the effective date of any office maintained by notice of termination of the Executive's employment with the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof 4.1 or 4.2 and any field offices (b) the Term Date, the Executive shall not, directly or indirectly (except in indirectly, without the Executive's capacity as an officer prior written consent of the Chief Executive Officer of the Company ) (i) engage or participate in the Company Business; or (ii) enter the employ of , or render any other services to, to any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period (as hereinafter defined) become interested or Entity or acquire any interest of any type in any such person Entity, that shall be deemed in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder competition with the Company; provided, however, that the foregoing shall not be deemed to prohibit the Executive may own from (a) acquiring, directly solely as an investment and through market purchases, securities of any Entity which are registered under Section 12(b) or indirectly 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as he is not part of any control group of such Entity and such securities, if converted, do not constitute more than one percent (1%) of the outstanding voting power of that Entity or (b) acquiring, solely as an investment, any securities of an Entity (other than an Entity that has outstanding securities covered by the preceding clause (a)) so long as he remains a passive investor in such Entity and does not become part of any person traded on any national securities exchange or listed on control group thereof. Notwithstanding the National Association of Securities Dealers Automated Quotation System foregoing, if the term of employment is terminated pursuant to Section 4.3, then the provisions of the preceding sentence shall not apply to the Executive is not after the effective date of such termination. For purposes of the foregoing, a controlling person of, or a member of a group which controls, Entity shall be deemed to be in competition with the Company if such person and or it engages in any line of business that is substantially the Executive does not, directly or indirectly, own five percent same as either ( 5% i) or more any line of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on operating business which the Company terminates or is deemed engages in, conducts or, to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination knowledge of the Executive 's employment hereunder , has definitive plans to engage in or conduct or (ii) any operating business that is engaged in or conducted by the Company and as to which, to the knowledge of the Executive, the Company covenants in writing, in connection with the disposition of such business, not to compete therewith.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Time Warner Inc/)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where GMI, the Company within one year prior and their affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of GMI or the Company ) ): (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent agent, consultant or trustee except as permitted hereunder ; provided , provided however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date which is one year after the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause ( as hereinafter defined) defined hereinafter, (b) the date which is one year after the date on which the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement Termination Date; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Global Marine Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as -3- 4 permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Grey Wolf Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in -3- 4 any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Grey Wolf Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided PROVIDED, however HOWEVER, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided PROVIDED, however HOWEVER, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Di Industries Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided PROVIDED, however HOWEVER, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person . The Executive shall not during the Restricted Period acquire any interest in any oil or gas wells that the Company is drilling or intends to drill. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, hereof or (c) the date of termination of this Agreement; provided PROVIDED, however HOWEVER, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Di Industries Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however HOWEVER, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided PROVIDED, however HOWEVER, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Di Industries Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States or any office maintained by other place where the Company within one year prior and its affiliates conduct operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company business, directly or indirectly (except in the Executive's capacity as an officer of the Company ) ), (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any other services to, any person engaged in the Company Business business except as permitted hereunder . In addition, the Executive agrees that he shall not during the Restrictive Period ; or ( as hereinafter defined iii) become interested in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) 1% or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) 1% or more of any class of equity securities, of such person. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year twelve months following the termination of the Executive's employment hereunder.

Appears in 1 contract

Samples: Employment Agreement (Di Industries Inc)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States, Canada or any office maintained by other place where the Company within one year prior and its affiliates conduct substantial manufacturing operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested in any such person in any capacity, including, without limitation, as an individual, individual partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder trustee; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person entity and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person entity. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof December 31, 1992 and terminating upon the first to occur of ( a w) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, ( b x) the date on which the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof for Good Reason, or ( c y) the date of termination of this Agreement , or (z) the date on which a Change of Control (as defined in Section 9, below) occurs; provided, however, that if the Company shall have terminated the Executive's employment with the Company for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement without Good Reason, the Restricted Period shall end one (1) year following on the first anniversary of such termination of the Executive's employment hereunder employment.

Appears in 1 contract

Samples: Amended and Restated Agreement (Ivex Packaging Corp /De/)

Non-Compete. The Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius of in the United States, Canada or any office maintained by other place where the Company within one year prior and its affiliates conduct substantial manufacturing operations related to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices Company Business, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any other services to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested in any such person in any capacity, including, without limitation, as an individual, individual partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder trustee; provided, however, that the Executive may own, directly or indirectly, solely as an investment, securities of any person entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person entity and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person entity. As used herein, the "Restricted Period" shall mean a period commencing on the date hereof January 28, 1991 and terminating upon the first to occur of ( a w) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) Cause, ( b x) the date on which the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof for Good Reason, or ( c y) the date of termination of this Agreement , or (z) the date on which a Change of Control (as defined in Section 10, below) occurs; provided, however, that if the Company shall have terminated the Executive's employment with the Company for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement without Good Reason, the Restricted Period shall end one (1) year following on the first anniversary of such termination of the Executive's employment hereunder employment.

Appears in 1 contract

Samples: Stock Option Award Agreement (Ivex Packaging Corp /De/)

Non-Compete. The Executive agrees that he Without the prior written consent of the Authorised Representative, the Secondee shall not directly (except in the proper performance of the Secondee's Secondment duties) during the Restricted Period (as hereinafter defined defined below) within a two hundred (200) mile radius the Markets or any metropolitan area in which the Host Company or any of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, its Affiliates is engaged directly or indirectly (except in the Executive's capacity as an officer of the Company) Business: (i) engage or participate in the Company Business; or (ii) enter in the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined iii) become interested acquire an equity interest in any such person in any capacity , including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however that the foregoing restrictions shall not apply at any time if this Agreement is terminated during the Term by the Host Company other than in accordance with Clause 9.1 above; provided, further, that during the Executive Restricted Period, the Secondee may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national or international securities exchange or listed on exchange, including the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if Agreement and ending on the Company shall have terminated the Executive's employment for Cause and first anniversary of such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder date.

Appears in 1 contract

Samples: Simon Property Group Inc /De/

Non-Compete. The Without the prior written consent of the Board of the Company, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Business (or any Business which the Company Business may become engaged in during the Employment Term); or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur anniversary of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement employment; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with Restricted Period may be extended by the Company in breach its sole discretion for an additional year upon notice to the Executive and the payment to the Executive of the terms of this Agreement, the Restricted Period shall end one (1 a second lump sum payment as provided in Section 8(c) year following the termination of the Executive's employment hereunder above.

Appears in 1 contract

Samples: Certificate of Incorporation (Infinite Group Inc)

Non-Compete. The Without the prior written consent of the Board of the Company, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) below) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination second anniversary of the Executive's employment hereunder termination of employment.

Appears in 1 contract

Samples: Certificate of Incorporation (Professional Detailing Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined) within a two hundred (200) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company Partnership or any of its subsidiaries or affiliates), during the Restricted Period (as defined below) within any metropolitan area in which the Partnership, its parent, subsidiaries or affiliates is engaged directly or indirectly in the Business: (i) engage or participate in the Company Business; or (ii) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined iii) become interested acquire an equity interest in any such person in any capacity , including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder ; provided, however that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined below) or by the Partnership without Cause (as defined below); provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national or international securities exchange or listed on exchange, including the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof and terminating upon the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if Agreement and ending on the Company shall have terminated the Executive's employment for Cause and first anniversary of such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination of the Executive's employment hereunder date.

Appears in 1 contract

Samples: Amendment (Simon Property Group Inc /De/)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person Competitor engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however, that such restriction shall not apply to any persons which do not have products which compete with the Company's products at the time that such Employee engages, participates, enters the employ of, or renders service to any person engaged in the Business during the Restricted Period or with products that the Company at the time of such Termination is in the process of negotiating to market, license and/or acquire. The foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the "Restricted Period" shall mean a the period commencing on the date hereof Commencement Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination second anniversary of the Executive's employment hereunder termination of employment.

Appears in 1 contract

Samples: Employment and Confidentiality Agreement (Pdi Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent or trustee except as permitted hereunder person; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, up to 1%, solely as an a passive investment, of the securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person. System.As used herein, the " Restricted Period " shall mean a the period commencing on the date hereof Effective Date and terminating upon ending on the first to occur second anniversary of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined) termination of employment. In the event the Company elects not to renew the Agreement, (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof 5, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement above, the Restricted Period shall end one (1) year following be shortened to the termination period commencing on the Effective Date and ending on the first anniversary of the Executive 's employment hereunder ’s termination of employment.

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Q Comm International Inc)

Non-Compete. The Without the prior written consent of the Board, the Executive agrees that he shall not during the Restricted Period (as hereinafter defined defined below) within a two hundred the Restricted Area ( 200 as defined below) mile radius of any office maintained by the Company within one year prior to the end of the Term, including, without limitation, the office address specified from time to time pursuant to Section 7.2 hereof and any field offices, directly or indirectly (except in the Executive's capacity as an officer of the Company) Company or any of its affiliates), ( i a) engage or participate in the Company Business; or ( ii b) enter the employ of, or render any services (whether or not for a fee or other services compensation) to, any person person, corporation or other entity engaged in the Company Business except as permitted hereunder. In addition, the Executive agrees that he shall not during the Restrictive Period Business; or ( as hereinafter defined c) become interested acquire an equity interest in any such person in any capacity person, including, without limitation, as an individual, partner, shareholder, lender, officer, director, principal, agent corporation or trustee except as permitted hereunder other entitiy; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, solely as an a passive investment, securities of any person company traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System if the Executive is not a controlling person of, or a member of a group which controls, such person and the Executive does not, directly or indirectly, own five percent (5%) or more of any class of equity securities, or securities convertible into or exercisable or exchangeable for five percent (5%) or more of any class of equity securities, of such person System. As used herein, the " Restricted Period RESTRICTED PERIOD" shall mean a the period commencing on the date hereof Commencement Date and terminating upon ending on the first to occur of (a) the date on which the Company terminates or is deemed to terminate the Executive's employment without Cause (as hereinafter defined), (b) the date the Executive terminates or is deemed to terminate his employment pursuant to Section 4.6 hereof, or (c) the date of termination of this Agreement; provided, however, that if the Company shall have terminated the Executive's employment for Cause and such Cause in fact exists or if the Executive shall have terminated his employment with the Company in breach of the terms of this Agreement, the Restricted Period shall end one (1) year following the termination second anniversary of the Executive's employment hereunder termination of employment.

Appears in 1 contract

Samples: Certificate of Incorporation (Secured Services Inc)