Common use of Non-Competition; Non-Solicitation Clause in Contracts

Non-Competition; Non-Solicitation. You hereby agree that while you are employed by the Company and during the 12-month period following any termination of your employment, regardless of how or why such employment ends, you shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securities.

Appears in 4 contracts

Samples: Non Qualified Stock Option Award Agreement (Vista Outdoor Inc.), Restricted Stock Award Agreement (Vista Outdoor Inc.), Performance Growth Award Agreement (Vista Outdoor Inc.)

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Non-Competition; Non-Solicitation. You hereby agree Employee agrees that while you are employed by the Company and during the 12-month Employment Period and for a period following any termination of your employmentone (1) year thereafter ("Restrictive Period"), regardless of how or why such employment ends, you shall not, Employee will not directly or indirectly, (i) employor in any capacity, solicit individually or retainin any corporation, induce firm, association or encourage any other person business entity, compete or entity attempt to employ or retaincompete with Company, any person who isparent, subsidiary, or who at any time in the 12-month period prior to such time had beenaffiliate of Company, employed or retained by the Company or any of its subsidiaries or Affiliatescorporation merged into, or solicitmerged or consolidated with Company (a) by soliciting business from any customer, induce broker and/or client of Company with which Employee was involved (directly or encourage any indirectly) during the Employment Period, if such person to leave employment solicited business competes with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client business of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (yb) inducing any personnel of Company to leave the six-month period following service of Company, or by employing or contracting with any termination such personnel. The provisions of your employmentthis Section 10 shall be construed as an Agreement independent of any other provision contained herein and shall be enforceable in both Law and Equity, for all other Award recipientsincluding by temporary or permanent Restraining Orders, in each case, regardless notwithstanding the existence of how any claim or why such employment ends, you shall not, directly or indirectly, provide servicescause of action by Employee against Company, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member predicated on this Agreement or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, if Company terminates Employee's employment for convenience hereunder, Company agrees that Employee may upon the restrictions termination of this Appendix B(athe Employment Period, perform services within the information technology industry, provided however that Employee does not compete with Company, (a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, by soliciting directly or indirectlyindirectly any Company employees, towards employees of and/or (b) by soliciting directly or indirectly any new business from Company's then existing customers or Prospective Customers, during the Restrictive Period. "Prospective Customer" means any entity that the Company is, or any has been within the twelve (12) months prior to Employee's termination, in the process of its subsidiaries. Nothing in this Appendix B shall be construed as denying you soliciting, negotiating with, or otherwise communicating with, for the right to own securities purpose of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesproviding goods or services.

Appears in 3 contracts

Samples: Employment Agreement (Enherent Corp), Employment Agreement (Enherent Corp), Employment Agreement (Enherent Corp)

Non-Competition; Non-Solicitation. You hereby agree Employee agrees that while you are employed by the Company and during the 12-month Employment Period and for a period following any termination of your employmentone (1) year thereafter (“Restrictive Period”), regardless of how or why such employment ends, you shall not, Employee will not directly or indirectly, (i) employor in any capacity, solicit individually or retainin any corporation, induce firm, association or encourage any other person business entity, compete or entity attempt to employ or retaincompete with Company, any person who isparent, subsidiary, or who at any time in the 12-month period prior to such time had beenaffiliate of Company, employed or retained by the Company or any of its subsidiaries or Affiliatescorporation merged into, or solicitmerged or consolidated with Company (a) by soliciting business from any customer, induce broker and/or client of Company with which Employee was involved (directly or encourage any indirectly) during the Employment Period, if such person to leave employment solicited business competes with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client business of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (yb) inducing any personnel of Company to leave the six-month period following service of Company, or by employing or contracting with any termination such personnel. The provisions of your employmentthis Section 10 shall be construed as an Agreement independent of any other provision contained herein and shall be enforceable in both Law and Equity, for all other Award recipientsincluding by temporary or permanent Restraining Orders, in each case, regardless notwithstanding the existence of how any claim or why such employment ends, you shall not, directly or indirectly, provide servicescause of action by Employee against Company, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member predicated on this Agreement or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, if Company terminates Employee’s employment for convenience hereunder, Company agrees that Employee may upon the restrictions termination of this Appendix B(athe Employment Period, perform services within the information technology industry, provided however that Employee does not compete with Company, (a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, by soliciting directly or indirectlyindirectly any Company employees, towards employees of and/or (b) by soliciting directly or indirectly any new business from Company’s then existing customers or Prospective Customers, during the Restrictive Period. “Prospective Customer” means any entity that the Company is, or any has been within the twelve (12) months prior to Employee’s termination, in the process of its subsidiaries. Nothing in this Appendix B shall be construed as denying you soliciting, negotiating with, or otherwise communicating with, for the right to own securities purpose of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesproviding goods or services.

Appears in 3 contracts

Samples: Employment Agreement (Enherent Corp), Employment Agreement (Enherent Corp), Employment Agreement (Enherent Corp)

Non-Competition; Non-Solicitation. You Executive hereby agree agrees that while you are employed by during the Company Term and during the 12-month period following any termination of your employmentExecutive’s employment on or prior to the Automatic Expiration Date, regardless of how or why such employment endsends (but excluding termination of Executive’s employment solely as a result of the natural expiration of the Term), you Executive shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliatesaffiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliatesaffiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (xiii) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates affiliates is engaged in business. For purposes of this Appendix BI, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix BI, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed during the Term by the Company or any of its subsidiaries or Affiliates affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix BI, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by during the Company Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates affiliates on the one hand and such Business or any of its subsidiaries or Affiliates affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employmentTerm. Notwithstanding the foregoing, the restrictions of this Appendix B(aI.1(a)(i) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B I.1 shall be construed as denying you Executive the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securities. For the avoidance of doubt, this Appendix I.1(a) shall not apply if Executive’s employment with the Company terminates following the Automatic Expiration Date or on the Automatic Expiration Date solely as a result of the natural expiration of the Term.

Appears in 3 contracts

Samples: Employment Agreement (Alliant Techsystems Inc), Employment Agreement (Vista Outdoor Inc.), Employment Agreement (Vista Outdoor Inc.)

Non-Competition; Non-Solicitation. You a. In consideration of the offer of employment, severance benefits and Options to be granted to Xxxxxx hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby agree that while you are employed by the Company and acknowledged, during the 12Non-month period following any termination of your employmentCompetition Term, regardless of how or why such employment ends, you Xxxxxx shall not, without the prior written consent of the Company, anywhere in the world, directly or indirectly, (i) employenter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, solicit partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, induce or encourage have or cause any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, was employed or retained by the Company while Xxxxxx was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its subsidiaries customers or Affiliates, or solicit, induce or encourage any such person to leave employment other persons with whom the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had beenhas a contractual relationship. For purposes of this Agreement, a customer or client or prospective customer or client of the Company or its Affiliates or encourage “Competitive Business” shall mean any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability companyfirm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, sole proprietorship nothing in this Agreement shall preclude Xxxxxx from investing his personal assets in the securities of any corporation or unincorporated business or any non-U.S. other business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in businessa Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such Competitive Business. For purposes of this Appendix Bagreement, the term Competing BusinessNon-Competition Term” shall mean any Business engaged in a period beginning upon the Business Area. For purposes commencement of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company Employment Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates ending on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a(1) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees year anniversary of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% end of the outstanding number of such securitiesEmployment Term.

Appears in 2 contracts

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

Non-Competition; Non-Solicitation. You a. In consideration of the offer of employment, severance benefits and Options to be granted to Xxxxx hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby agree that while you are employed by the Company and acknowledged, during the 12Non-month period following any termination of your employmentCompetition Term, regardless of how or why such employment ends, you Xxxxx shall not, without the prior written consent of the Company, anywhere in the world, directly or indirectly, (i) employenter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, solicit partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, induce or encourage have or cause any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, was employed or retained by the Company while Xxxxx was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its subsidiaries customers or Affiliates, or solicit, induce or encourage any such person to leave employment other persons with whom the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had beenhas a contractual relationship. For purposes of this Agreement, a customer or client or prospective customer or client of the Company or its Affiliates or encourage “Competitive Business” shall mean any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability companyfirm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, sole proprietorship nothing in this Agreement shall preclude Xxxxx from investing his personal assets in the securities of any corporation or unincorporated business or any non-U.S. other business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in businessa Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such Competitive Business. For purposes of this Appendix Bagreement, the term Competing BusinessNon-Competition Term” shall mean any Business engaged in a period beginning upon the Business Area. For purposes commencement of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company Employment Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates ending on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(atwo (2) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees year anniversary of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% end of the outstanding number of such securitiesEmployment Term.

Appears in 2 contracts

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

Non-Competition; Non-Solicitation. You hereby agree Employee recognizes and acknowledges the competitive and proprietary aspects of the business of the Company, as well as the significant expenditure of time and money in creating, developing and marketing its intellectual property and/or products. Employee further recognizes and acknowledges the significant expenditure of time and money in developing and securing the Company’s business relationships and good will in the markets in which the Company participates. Employee therefore agrees that, during his employment and for twenty-four (24) months following the termination of his employment, whether voluntary or involuntary, he shall not, for any reason whatsoever in the absence of the Company’s prior written consent: (A) Whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that while you are employed engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company. For purposes of this Agreement, “business conducted by the Company” shall be defined as an organization, entity, or individual engaged in the entertainment industry, whether related to professional wrestling, sports entertainment or otherwise; (B) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business or relationships, or prospective business or prospective relationships of the Company, for the purpose of competing in any business which is competitive with the business conducted by the Company and as defined above. “Prospective business” or a “prospective relationship” shall mean a person, firm or entity for which the Company has developed, or to whom/which the Company has made, any presentation or “pitch” (or similar offering of services) during the twelve (12-month period following ) months prior to Employee’s effective termination date (and Employee shall be obligated to request from the Company the list of such prospective customers upon his termination for any termination reason); or (C) Either individually or on behalf of your employment, regardless of how or why such employment ends, you shall notthrough any third party, directly or indirectly, (i) solicit, entice or persuade or attempt to solicit, entice or persuade any employees or contractors (including WWE talent) of or consultants to the Company to leave the employ or service of the Company for any reason; or (ii) employ, cause to be employed, or solicit or retain, induce or encourage any other person or entity to employ or retainthe employment of, any person who is, employee or who at any time in the 12-month period prior contractor (including WWE talent) of or consultant to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage while any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are is employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, providing services to the Company’s Chief Executive Officer ; and/or (D) Either individually or on the Grant Date, behalf of or (y) the six-month period following through any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall notthird party, directly or indirectly, provide servicesinterfere with, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), attempt to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix Binterfere with, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by relations between the Company and any vendor or supplier to the Company. Nothing set forth in this subsection (D) is intended to nor shall it prevent or prohibit Employee or his future employer from doing business with respect any vendor or supplier to a mergerthe Company, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and condition that such Business or activity does not violate any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions term of this Appendix B(a) shall not apply to the placement of general advertisements Agreement or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesEmployment Agreement.

Appears in 2 contracts

Samples: Employment Agreement (World Wrestling Entertainmentinc), Employment Agreement (World Wrestling Entertainmentinc)

Non-Competition; Non-Solicitation. You a. In consideration of the offer of employment, severance benefits and Options to be granted to Park hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby agree that while you are employed by the Company and acknowledged, during the 12Non-month period following any termination of your employmentCompetition Term, regardless of how or why such employment ends, you Park shall not, without the prior written consent of the Company, anywhere in the world, directly or indirectly, (i) employenter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, solicit partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, induce or encourage have or cause any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, was employed or retained by the Company while Park was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its subsidiaries customers or Affiliates, or solicit, induce or encourage any such person to leave employment other persons with whom the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had beenhas a contractual relationship. For purposes of this Agreement, a customer or client or prospective customer or client of the Company or its Affiliates or encourage “Competitive Business” shall mean any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability companyfirm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, sole proprietorship nothing in this Agreement shall preclude Park from investing his personal assets in the securities of any corporation or unincorporated business or any non-U.S. other business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in businessa Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such Competitive Business. For purposes of this Appendix Bagreement, the term Competing BusinessNon-Competition Term” shall mean any Business engaged in a period beginning upon the Business Area. For purposes commencement of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company Employment Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates ending on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a(1) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees year anniversary of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% end of the outstanding number of such securitiesEmployment Term.

Appears in 1 contract

Samples: Employment Agreement (Bluefly Inc)

Non-Competition; Non-Solicitation. You hereby agree In view of the unique and valuable services it is expected Executive will render to the Company, Executive’s knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that while you are he will not, during the period he is employed by the Company under this Agreement or otherwise, and for a period of one year after he ceases to be employed by the Company under this Agreement or otherwise, compete with or be engaged in, or Participate In (as defined below) any other business or organization (which shall not include a university, hospital, or other non-profit organization) which during such one year period is or as a result of the 12-month period following Executive’s engagement or participation would become competitive with the Company’s business of designing, developing, manufacturing, marketing and selling neurosurgical devices, xxxx xxxx filters, stents, septal repair devices or other medical devices being designed, developed, manufactured, marketed or sold by the Company up to the time of such cessation; provided, however, that the provisions of this Section 9 shall not be deemed breached merely because the Executive owns less than 1% of the outstanding capital stock of a corporation, if, at the time of its acquisition by the Executive such stock is listed on a national securities exchange. The term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any termination other person (including the Executive’s immediate family), firm or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of your employment, regardless of how or why such employment ends, you shall his name in.” The Executive will not, directly or indirectly, (i) employ, solicit or retaininterfere with, induce or encourage endeavor to entice away from the Company any other person of its suppliers, customers or entity to employees within a period of one year after the date of termination of the Executive’s employment (the “Termination Date”). The Executive will not directly or indirectly employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client was an employee of the Company or its Affiliates or encourage any within a period of one year after such person or entity to cease being a customer or client leaves the employ of the Company or its AffiliatesCompany. You hereby agree that while you are employed by the Company and during (x) the 12-month period following If any termination of your employmentrestriction contained in this Section 9 shall be deemed to be invalid, if you areillegal, or report directly tounenforceable by reason of the extent, the Company’s Chief Executive Officer on the Grant Dateduration or geographical scope thereof, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any then the court making such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” determination shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you have the right to own securities of any corporation listed on a national securities exchange reduce such extent, duration, geographical scope or other provisions hereof, and in an amount up to 5% of its reduced form such restriction shall then be enforceable in the outstanding number of such securitiesmanner contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (NMT Medical Inc)

Non-Competition; Non-Solicitation. You hereby agree For a period of eighteen (18) months commencing on the Closing Date (the “Restricted Period”), Vendor shall not, and shall not permit any of its Affiliates to, directly or indirectly: (i) engage in or assist others in engaging in the Business in the Territory; (ii) have an interest in any Person that while you are employed by engages directly or indirectly in the Company Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Corporation and during customers or suppliers of the 12-month period following Corporation. Notwithstanding the foregoing, Vendor may own, directly or indirectly, solely as an investment, securities of any termination Person traded on any stock exchange if Vendor is not a controlling Person of, or a member of your employmenta group which controls, regardless of how or why such employment ends, you shall Person and does not, directly or indirectly, own five percent (i5%) employor more of any class of securities of such Person. During the Restricted Period, solicit or retainVendor shall not, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or and shall not permit any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide serviceshire or solicit any Employee or encourage any Employee to leave his or her employment or hire any Employee who has left such employment, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or except pursuant to a general solicitation that is not for profit) (directed specifically to any such entity, a “Business”), to any Competing Business (as defined belowemployees; provided that nothing in this Section 5.08(b) in any geographic area in the world in which the Company shall prevent Vendor or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean from hiring: (i) any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed Employee whose employment has been terminated by the Company Corporation or Purchaser or Parent; or (ii) after 180 days from the date of termination of employment, any Employee whose employment has been terminated by the Employee. During the Restricted Period, Vendor shall not, and shall not permit any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees solicit or entice, or attempt to solicit or entice, any clients or customers of the Company Corporation or potential clients or customers of the Corporation for purposes of diverting their business or services from the Corporation. Vendor acknowledges that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of a breach or a threatened breach by Vendor of any such obligations, Purchaser, as the case may be, shall, in addition to any and all other rights and remedies that may be available to it in respect of its subsidiariessuch breach, be entitled to equitable relief, including a temporary restraining order, an interim or permanent injunction, specific performance and any other relief that may be available from a court of competent equitable jurisdiction (without any requirement to post a bond or other security). Nothing Vendor acknowledges that the restrictions contained in this Appendix B Section 5.08 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser’s entering into this Agreement and consummating the transactions contemplated by this Agreement. The covenants contained in this Section 5.08 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Governmental Filings, Approvals and Consents Vendor and Purchaser hall use their respective commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties as required. If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Corporation is a party is not obtained before the Closing, Vendor shall, subsequent to the Closing, cooperate with Purchaser and the Corporation in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be construed as denying you obtained, Vendor shall use its best efforts to provide the Corporation with the rights and benefits of the affected Contract for the term thereof and, if Vendor provides such rights and benefits, the Corporation shall assume all obligations and burdens thereunder. Books and Records To facilitate the resolution of any claims made against or incurred by Vendor before the Closing, or for any other reasonable purpose, for a period of ten (10) years after the Closing, Purchaser shall: retain the Books and Records (including personnel files) of the Corporation relating to periods before the Closing in a manner reasonably consistent with the prior practices of the Corporation; and upon reasonable notice, afford the Representatives of Vendor reasonable access (including the right to own securities make, at Vendor’s expense, photocopies), during normal business hours, to the Books and Records. To facilitate the resolution of any corporation listed on claims made by or against or incurred by the Corporation after the Closing, or for any other reasonable purpose, for a national securities exchange in an amount up period of ten (10) years after the Closing, Vendor shall: retain the Books and Records (including personnel files) of Vendor which relate to 5% the Corporation and its operations for periods before the Closing; and upon reasonable notice, afford the Representatives of Purchaser or the outstanding number of Corporation reasonable access (including the right to make, at Purchaser’s or the Corporation’s, as the case may be, expense, photocopies), during normal business hours, to the Books and Records. Neither Purchaser nor Vendor shall be obligated to provide the other party with access to any Books or Records (including personnel files) under this Section 5.10 where such securitiesaccess would violate any Law. Benefit Plans and Employees Purchaser shall not be responsible for Pre-Closing Benefit Liability or any Equity Compensation Plan Liability, and Vendor shall indemnify Purchaser for any and all Pre-Closing Benefit Liability and Equity Compensation Liability under Section 7.02.

Appears in 1 contract

Samples: Share Purchase Agreement

Non-Competition; Non-Solicitation. You hereby agree During the Transition Period and for the one year period immediately following the Termination Date (the “Restricted Period”), the Executive agrees that while you are employed by the Company and during the 12-month period following any termination of your employment, regardless of how or why such employment ends, you shall he will not, whether directly or indirectly, (i) employalone or as a consultant, solicit partner, joint venturer, agent, independent contractor, officer, director, employee or retainstockholder, induce or encourage engage in any other person or entity business activity with respect to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that isis competitive with the Business of the Company. The Executive further agrees that during the Restricted Period he will not (i) induce or attempt to influence any employee or consultant of the Company to leave its employ; (ii) hire any person who is an employee or consultant of the Company; (iii) aid or agree to aid any competitor, customer or that supplier of the Company in any attempt to hire any person who was employed by the Company at any time in within the 12one-month year period prior preceding such aid (provided, however, that nothing herein prevents Executive from providing a referral or reference letter on behalf of a person who was employed by the Company); or (iv) induce or attempt to such time had beeninfluence any person or business entity who, during the Executive’s employment, was a vendor or customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity prospective customer with whom the Company had contact, to cease being a customer or client transact business that is competitive with the Business of the Company or its AffiliatesCompany. You hereby agree Mere ownership of less than 1% of the outstanding voting shares of a public entity that while you are employed by may compete with the Company shall not be deemed a violation of this Agreement. In the event that the Executive breaches any obligations under this Agreement, including any of the Restrictive Covenants, the Company may end the Executive’s employment for Cause and during (x) the 12-month period following any Executive will be paid through the Termination Date but have no other rights under this Agreement. Such termination and cessation of your employment, if you are, or report directly rights shall be in addition to, the Company’s Chief Executive Officer on the Grant Dateand not in lieu of, or (y) the six-month period following any termination of your employmentand all available legal and equitable remedies, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in businessincluding injunctive relief. For purposes of this Appendix Bthe Restrictive Covenants, “Business of the term “Competing BusinessCompanyshall mean any Business engaged means the development, manufacture or marketing of: • Protein A affinity ligands and Protein A media; • carriers for affinity ligands; • growth factors for bioprocessing; • pre-packed chromatographic columns for purification of biologic drugs; • cell retention devices, filtration systems, filters or other analytical devices or products that are primarily used in the Business Area. For purposes production of this Appendix Bbiologic drugs;and/or • test kits for Protein A, provided the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only parties agree that the Executive may request a waiver with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes particular part(s) of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed definition by the Company and with respect to presenting a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply specific opportunity to the placement of general advertisements or Board and the use of general search firm services with respect to Board will consider such a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of request in its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesreasonable good faith discretion.

Appears in 1 contract

Samples: Transitional Services and Separation Agreement (Repligen Corp)

Non-Competition; Non-Solicitation. You Employee hereby agree acknowledges and agrees that while you are employed by he is likely to be exposed to a significant amount of confidential information concerning the business methods, operations, employment relationships and customers of the Company and its affiliates while employed under this Agreement, that such information might be retained by Employee in tangible form or simply retained in Employee’s memory, and that the protection of the exclusive rights of the Company and its affiliates to such confidential information and the benefits flowing from it can best be ensured by means of a restriction on Employee’s activities after termination of employment. Employee further acknowledges and agrees that the relationship of the Company and its affiliates with each of their respective employees and independent contractors is a significant and valuable asset of the Company and its affiliates. Consequently, Employee agrees that he will not during the 12Employment Period pursuant to this Agreement or otherwise and for a period of 18 months thereafter (the “Non-month period following any termination of your employment, regardless of how or why such employment ends, you shall notCompete Period”), directly or indirectly, (ia) employcompete with or be engaged in the same business as, solicit or retain, induce or encourage Participate In (as hereinafter defined in this Section 7) any other person business or entity to employ or retain, any person who is, or who organization which at any time during the Employment Period competes with or is engaged in the 12-month period prior to such time had beensame business as, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliatesaffiliates, with respect to any product or service sold or activity engaged in during the Employment Period in any geographical area in which during the Employment Period such product or service is sold or activity engaged in; (iib) reveal the name of, solicit or interfere with, or endeavor to entice away from the Company or its affiliates, any of their respective suppliers, customers, or employees; and (c) employ any person or entity that iswho, or that at any time in during the 12-month period prior to such time had beenEmployment Period, a customer or client or prospective customer or client was an employee of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliatesaffiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employmentAs used in this Section 7, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you “Participate In” shall not, mean “directly or indirectly, provide servicesfor his own benefit or for, whether with, or through any other person or entity, own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as principal, agent, a director, officer, employee, partner, consultant, advisoragent, shareholderindependent contractor, partneror otherwise with, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area acquiesce in the world in which the Company or any use of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Businesshis name in.shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, Employee shall be permitted to teach in a college or university, without such employment violating the restrictions provisions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesSection 7.

Appears in 1 contract

Samples: Employment Agreement (Gse Systems Inc)

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Non-Competition; Non-Solicitation. You hereby agree (a) Executive acknowledges that while you are employed by the Company and during the 12course of Executive’s employment (which as used in this Restrictive Covenants Agreement shall include engagement as an independent contractor or other non-month period following any termination employee role as well) with the Company, Executive has and shall become familiar with the Company’s corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other confidential or proprietary information concerning the Company, and that Executive’s services shall be of your employmentspecial, regardless of how or why such employment endsunique and extraordinary value to the Company. Executive also acknowledges that the Company’s business, you shall not, directly or indirectly, through (iA) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any location of its subsidiaries or Affiliatescustomers and facilities and (B) the area in which its services are offered, or solicitis international in scope and extends worldwide. Accordingly, induce or encourage any such person to leave Executive agrees that, during Executive’s employment with the Company or its Affiliates, and for twenty-four (ii24) solicit months thereafter (unless some longer period is specified in any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company other agreement between Executive and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief ) (the “Noncompete Period”), Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, not directly or indirectly: (i) own any interest in, provide servicesmanage, whether as principalcontrol, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other personmanner engage in, corporationor take significant steps to engage in, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined belowon Annex 1 to this Agreement), provided nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of the stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) be employed by, consult with, or render services to any Competing Business, whether as an employee, consultant, contractor, advisor, member, director, or otherwise, in a role that is similar to any role Executive held at any time while employed by the Company, that is executive or managerial in nature, or in which Executive could reasonably be expected to use or disclose any of confidential or proprietary information of the Company, in either case (i) or (ii), in any geographic state, country and area in where the world in which Company conducts business during Executive’s employment with the Company or any has material plans to conduct business as of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding such employment (the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securities“Geographic Area”).

Appears in 1 contract

Samples: Restrictive Covenants Agreement (American Airlines, Inc.)

Non-Competition; Non-Solicitation. You hereby agree that while you are employed by (a) For a period of three years commencing on the Company and during Closing Date (the 12-month period following any termination of your employment"Restricted Period"), regardless of how or why such employment ends, you Seller shall not, and shall not permit any of its affiliates to, directly or indirectly, (i) employengage in or assist others in engaging in any Prohibited Activity in the United States of America (the "Territory"); (ii) have an interest in any person or entity that engages directly or indirectly in any Prohibited Activity in the Territory in any capacity, solicit including as a partner, shareholder, member, employee, principal, agent, trustee or retainconsultant; or (iii) cause, induce or encourage any other person material actual or entity to employ prospective client, customer, supplier or retain, licensor of the Seller's business or of Buyer (including any person who is, existing or who at any time in the 12-month period prior to such time had been, employed former client or retained by the Company customer of Seller or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit Buyer and any person or entity that isbecomes a client or customer of the Seller's business or of Buyer after the date hereof), or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such other person or entity who has a material business relationship with the Seller's business or with Buyer, to cease being terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any entity traded on any national securities exchange if Seller is not a customer controlling person or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you areentity of, or report directly toa member of a group which controls, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall entity and does not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member own 5% or otherwise, alone or in association with more of any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any class of securities of such entity. For the purposes hereof, a “Business”), to "Prohibited Activity" shall mean any Competing Business (as defined below) in any geographic area in the world activity in which the Company or any of Seller contributes its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targetedknowledge, directly or indirectly, towards employees of the Company in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Buyer, including those engaged in the business of its subsidiariesmanufacturing or selling LED lighting technology products or LED lighting retrofit or conversion kits, or offering consulting, auditing or other similar services with respect to LED lighting. Nothing in this Appendix B shall be construed as denying you the right to own securities Prohibited Activity also includes activity that may require or inevitably require disclosure of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiestrade secrets, proprietary information or Confidential Information.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans Lux Corp)

Non-Competition; Non-Solicitation. You hereby agree (a) For a period of five years from the Closing Date, no Seller shall, directly or indirectly on behalf of himself or on behalf of any other Person (other than on behalf of Buyer, Parent or an Affiliate thereof), (i) conduct or engage in a business in the continental United States of America, which is the same as or substantially similar to the Business as conducted at the Closing, including as a shareholder, consultant, partner, joint venturer, owner, lender, beneficiary, principal, member, director, manager, officer or employee, of any Person that while you are employed by is conducting such business, (ii) solicit or knowingly induce or participate in any way in the Company and solicitation or inducement of any individual who is or was, at any time during the 12-month period following preceding the Closing, a Business Employee, officer, consultant or contractor (including the Independent Contractors) of any termination Company to (A) terminate or otherwise materially and adversely alter his or her employment or relationship with such Company or (B) offer employment to or hire any such individual (provided, however, that nothing herein shall be deemed to prohibit any Seller (x) from placing advertisements in newspapers, electronically or other media of your employmentgeneral circulation advertising employment or independent contractor opportunities; (y) from initiating a search by an executive recruiting firm where such search is not directed at such employees or independent contractors of Buyer or any of its Affiliates or (z) from hiring or engaging individuals who approach Seller regarding employment or independent contractor opportunities on his or her own accord without any direct or indirect inducement by Seller) (iii) solicit the business of, regardless of how or why such employment ends, you shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retaintrade with, any person who is, Person that is (or who was at any time during the 12-month period preceding the Closing) a customer of any Company with respect to the services provided by such Company for the purpose of engaging in the Business, (iv) knowingly induce, or otherwise solicit, any customers with whom any Company has done business during the 12-month period prior to the Closing to terminate or otherwise curtail or materially impair their business relationship with such time had beenCompany or (v) make, employed publish, communicate or retained by knowingly take any action to disparage Parent, Buyer, the Company Companies or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its their respective Affiliates or encourage any such person their respective direct or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employmentindirect officers, if you aredirectors, or report directly toemployees, the Company’s Chief Executive Officer on the Grant Dateequityholders, or (y) the six-month period following any termination of your employmentagents, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesservices.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daseke, Inc.)

Non-Competition; Non-Solicitation. You hereby agree that while you are employed by As a condition of receiving the Company Equity Awards and during the 12-month period following any termination of your employmentaccepting benefits thereunder, regardless of how or why such employment ends, you shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time Executive agreed in the 12-month period prior to such time had been, employed or retained by award agreements governing the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave Equity Awards (the “Equity Agreements”) that during his employment with the Company and, to the extent permitted by applicable law, for a period of 12 months after the Separation Date (or its Affiliatesif applicable law mandates a maximum time that is shorter than twelve months, (ii) solicit any person or entity then for a period of time equal to that isshorter maximum period), or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client regardless of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client reason for termination, Executive will not, without the prior written consent of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on of the Grant DateCompany: (i) render services directly or indirectly to, or (y) the six-month period following any termination of your employmentbecome employed by, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business Organization (as defined below) in to the extent such services or employment involves the development, manufacture, marketing, sale, advertising or servicing of any geographic area in product, process, system or service which is the world same or similar to, or competes with, a product, process, system or service manufactured, sold, serviced or otherwise provided by the Company to its customers and upon which Executive worked or in which Executive participated during the last 2 years of employment with the Company; (ii) directly or indirectly recruit, hire, solicit or induce, or attempt to induce, any exempt employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company; or (iii) solicit the business of any firm or company with which Executive worked during the preceding 2 years while employed by the Company, including customers of the Company (Sections 6(b)(i)-(iii) collectively, the “Restrictive Covenants”). The Equity Agreements provide that if Executive breaches any of the Restrictive Covenants, then in addition to any liability Executive may have for damages arising from such breach, and to the extent permitted under applicable law: (A) any unvested restricted share units will be immediately forfeited, and, to the extent permitted by applicable law, Executive agreed to pay to the Company the fair market value of any share units that vested and that were paid during the 12 months prior to the Separation Date, (B) performance-based restricted share units would be forfeited if the breach occurred prior to the end of a performance period and Executive would not receive the pro-rata portion of the payout based on actual performance results, and (C) Executive’s outstanding stock options will be cancelled, and Executive will pay to the Company the excess of the fair market value on the date of exercise over the exercise price of any option shares received in connection with the exercise of a stock option on or after the date which is 12 months prior to the date of the breach. Executive agrees that if he breaches any of the Restrictive Covenants or any of its Affiliates the terms of this Section 6, the Company is engaged entitled to seek all of the remedies provided in businessthe Equity Agreements and any other remedies available to it. For purposes the sake of this Appendix Bclarity, the term “Competing Business” shall mean any Business engaged Restrictive Covenants will control and are subject to enforcement in lieu of the non-competition and non-solicitation restrictions contained in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesOffer Letter.

Appears in 1 contract

Samples: Separation Agreement (Teradata Corp /De/)

Non-Competition; Non-Solicitation. You hereby agree Employee agrees that while you are he will not during the period he is employed by the Company under this Agreement or otherwise and during the 12-month for a period following any termination of your employment, regardless of how or why such employment ends, you shall notnine months thereafter, directly or indirectly, (ia) employsolicit the employment of, solicit or retain, induce or encourage any other person to leave the employment of GPS or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries their respective subsidiaries, any person who is now employed by GPS or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliatesany of their respective subsidiaries, (iib) solicit hire any person employee or entity that is, former employee of GPS or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates any of their respective subsidiaries, or encourage any such person (c) compete with or entity to cease being a customer be engaged in the same business as GPS or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you aretheir respective subsidiaries, or report directly be employed by, or act as consultant or lender to, the Company’s Chief Executive Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, be a director, officer, employee, consultantowner, advisoror partner of, shareholderany business or organization which, partner, member during the period Employee is employed by the Company under this Agreement or otherwise, alone directly or in association indirectly competes with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area is engaged in the world in which same business as GPS or the Company or any of its Affiliates is engaged their respective subsidiaries, except that in business. For purposes each case the provisions of this Appendix BSection 7 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any time of its subsidiaries or Affiliates or any other Contemplated Businessacquisition by Employee, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction stock is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange exchange, is reported on NASDAQ, or is regularly traded in an amount up the over-the-counter market by a member of a national securities exchange; provided, however, that this Section 7 shall not apply if (i) in breach of this Agreement, the Company shall terminate Employee's employment other than pursuant to 5% Section 10(b) or 10(c) (it being understood that a purported termination pursuant to Section 10(b) or 10(c) which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (ii) Employee shall terminate his employment for Good Reason (as hereinafter defined). If the Employment Period ends on June 30, 2006, the Company shall pay Employee during the period after the Employment Period that Employee is subject to this Section 7, provided that Employee is in full compliance with this Section 7, at the rate of his base annual salary received from the Company during the last year of the outstanding number Employment Period, payable at such intervals (at least monthly) as salaries are paid generally to executive officers of the Company, which obligation shall cease after nine months or such securitiesearlier time as the Company, in its sole discretion, releases Employee from the provisions of this Section 7.

Appears in 1 contract

Samples: Employment Agreement (Gp Strategies Corp)

Non-Competition; Non-Solicitation. You hereby agree Employee agrees that while you are employed by the Company and during the 12-month Employment Period and for a period following any termination of your employmentone (1) year thereafter (“Restrictive Period”), regardless of how or why such employment ends, you shall not, Employee will not directly or indirectly, (i) employor in any capacity, solicit individually or retainin any corporation, induce firm, association or encourage any other person business entity, compete or entity attempt to employ or retaincompete with Company, any person who isparent, subsidiary, or who at any time in the 12-month period prior to such time had beenaffiliate of Company, employed or retained by the Company or any of its subsidiaries or Affiliatescorporation merged into, or solicitmerged or consolidated with Company (a) by soliciting business from any customer, induce and/or client of Company with which Employee was involved (directly or encourage any indirectly) during the Employment Period, if such person to leave employment solicited business competes with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client business of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Date, or (yb) inducing any personnel of Company to leave the six-month period following service of Company, or by employing or contracting with any termination such personnel. The provisions of your employmentthis Section 10 shall be construed as an Agreement independent of any other provision contained herein and shall be enforceable in both Law and Equity, for all other Award recipientsincluding by temporary or permanent Restraining Orders, in each case, regardless notwithstanding the existence of how any claim or why such employment ends, you shall not, directly or indirectly, provide servicescause of action by Employee against Company, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member predicated on this Agreement or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, if Company terminates Employee’s employment for convenience hereunder, Company agrees that Employee may upon the restrictions termination of this Appendix B(athe Employment Period, perform services within the information technology industry, provided however that Employee does not compete with Company, (a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, by soliciting directly or indirectlyindirectly any Company employees, towards employees of and/or (b) by soliciting directly or indirectly any new business from Company’s then existing customers or Prospective Customers, during the Restrictive Period. “Prospective Customer” means any entity that the Company is, or any has been within the twelve (12) months prior to Employee’s termination, in the process of its subsidiaries. Nothing in this Appendix B shall be construed as denying you soliciting, negotiating with, or otherwise communicating with, for the right to own securities purpose of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiesproviding goods or services.

Appears in 1 contract

Samples: Employment Agreement (Enherent Corp)

Non-Competition; Non-Solicitation. You hereby agree that while you are employed by for the Company and during the 12-month twelve (12)-month period following any termination of your employment, regardless of how or why such employment ends, the Separation Date (the “Restricted Period”) you shall not, not directly or indirectly, with or without consideration, (i) employbecome an employee, director, or independent contractor, stockholder or other owner (other than as (a) a holder of less than 1% of any class of securities of any company (whether public or private) or (b) a holder of a passive equity interest in a private debt or equity investment fund in which you do not have the ability to control or exercise any managerial influence over such fund) of, or a consultant to, or perform any services for, any Person that engages in security solutions related to computers, mobile devices and networks or any other business the Company Group is engaged in, or has made an investment decision to engage in as of the Separation Date (a “Competing Business”); (ii) on behalf of a Competing Business, solicit or retainengage or attempt to solicit or engage, induce or encourage any other person or entity to employ or retainas applicable, any person who is, current customer or who at any time in the 12-month period prior to such time had been, employed or retained by supplier of the Company or any of its subsidiaries or AffiliatesGroup, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of supplier that the Company Group has expended material resources to engage or its Affiliates or encourage any such person or entity procure during the twelve (12)-month period prior to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company and during (x) the 12-month period following any termination of your employment, if you are, or report directly to, the Company’s Chief Executive Officer on the Grant Separation Date, or to terminate or alter in a manner adverse to the Company Group such current or prospective customer’s or supplier’s relationship with the Company Group; or (yiii) hire, solicit or attempt to solicit, as applicable, any Company Group employee, any natural person serving as an independent contractor (or any entity independent contractor controlled by a natural person providing services to the six-month Company Group) (an “Independent Contractor”) or individual who was a Company Group employee or Independent Contractor within the six (6)-month period following immediately prior thereto to terminate or otherwise alter his, her or its employment or other service relationship with the Company Group. Notwithstanding the foregoing, nothing in this Agreement shall prevent you from (a) providing services to a venture capital investment fund, as long as you do not serve as a member of the board of directors of, or otherwise directly or indirectly provide services to or for the benefit of, any termination of your employment, for all other Award recipientsportfolio company that is engaged, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly, provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone whole or in association with part, in a Competing Business or (b) rendering services to a separate business unit of a Person that is engaged in a Competing Business, as long as such business unit is not engaged in and does not provide support to the Competing Business, such Competing Business could reasonably be expected to account for less than 10% of such Person’s annual revenues and you have no participation in the Competing Business. For purposes of this Agreement, “Person” shall mean any other personindividual, partnership, corporation, partnership, limited liability company, sole proprietorship unincorporated organization, trust or unincorporated business joint venture, or any non-U.S. business entity a governmental agency or political subdivision thereof. For the sake of clarity, the Company acknowledges and agrees that the terms of that certain Senior Advisor Agreement between you and TPG Global, LLC, dated on or around February 3, 2020 (whether or not for profit) (any such entity, a the BusinessAdvisor Agreement”), to any Competing Business (as defined below) shall not extend the Restricted Period nor shall they expand, supplement or otherwise amend the scope of the restrictive covenants set forth in any geographic area this in this Section 7. In the world in which event of a conflict or inconsistency between the Company or any of its Affiliates is engaged in business. For purposes terms of this Appendix BAgreement and the Advisor Agreement, the term “Competing Business” shall mean any Business engaged in the Business Area. For purposes terms of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (including the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) shall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, towards employees of the Company or any of its subsidiaries. Nothing in this Appendix B Agreement shall be construed as denying you the right to own securities of any corporation listed on a national securities exchange in an amount up to 5% of the outstanding number of such securitiescontrolling.

Appears in 1 contract

Samples: McAfee Corp.

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