Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. (v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 9 contracts
Sources: Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc), Employment Agreement (Superior Essex Inc)
Non-Competition. a. Executive acknowledges (a) During his employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clientswhether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, suppliers, partners, members solicit or investors attempt to hire any then employee of the Company Employer or of any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 9 contracts
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. (a) Executive acknowledges and recognizes agrees that, during the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as followsNoncompetition Period, Executive will not:
(i) During directly or indirectly, own, manage, operate, control or participate in the Employment Term ownership, management or control of, or be connected as an officer, employee, partner, consultant, contractor, director, or otherwise with, or have any financial interest in, or aid, consult, advise, or assist anyone else in the conduct of, any entity or business:
(A) in which ten percent (10%) or more of whose annual revenues are derived from a Business as defined above; and
(B) which conducts business in any locality or region of the United States, for a period of twelve months following Ontario or Quebec, Canada, or the date Executive ceases to be employed Mexico City, Mexico area (whether or not such competing entity or business is physically located in the United States, Canada, or Mexico), or any other area where Business is being conducted by the Company on the date Executive’s employment is terminated hereunder or in each and every area where the Company intends to conduct such Business as it expresses such intent in the written strategic plan developed by the Company as of the date Executive’s employment is terminated hereunder; and
(ii) either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any reason other person, company, firm or other entity, except in his capacity as an executive of the Company, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into, or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the “Restricted Period”services of the type provided by, or orders for business or services similar to those provided by, the Company from any person, company, firm, or other entity who is, or has at any time within two (2) years prior to the date of such action been, a customer or supplier of the Company; provided that the restrictions of Section 8.2(a)(i)(y) above shall also apply to any person, company, firm, or other entity with whom the Company is specifically seeking to develop a relationship as a customer or supplier of the Company at the date of such action. Notwithstanding the forgoing, Executive’s ownership of securities of a public company engaged in competition with the Company not in excess of five percent (5%) of any class of such securities shall not be considered a breach of the covenants set forth in this Section 8.1(a).
(b) Executive agrees that, at all times from after the Effective Date, Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether on Executive’s own behalf for himself or on behalf of or in conjunction with any other person, company, firm, partnership, joint venture, association, corporation or other business organizationentity, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist except in soliciting in competition with his capacity as an executive of the Company or its affiliates, the wire or cable business of any client or prospective clientCompany:
(Ai) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting seek to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage persuade any employee of the Company to discontinue his or its affiliates her status or employment therewith or to leave become employed in a business or activities likely to be competitive with the employment of the Company or its affiliatesBusiness; or
(Bii) hire solicit or employ any such employee who was employed by the Company or its affiliates as of person at any time within twelve (12) months following the date of Executive’s termination cessation of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment such person with the Company.
(v) During , in any locality or region of the Restricted Period, Executive will not, directly United States or indirectly, solicit or encourage to cease to work with Canada and in each and every other area where the Company or conducts its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed Business; provided; however, that although Executive and the Company consider the restrictions contained set forth in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that 8.2(b) shall cease upon the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any expiration of the other restrictions contained hereinNoncompetition Period.
Appears in 8 contracts
Sources: Employment Agreement (Six Flags Entertainment Corporation/New), Employment Agreement (Six Flags Entertainment Corporation/New), Employment Agreement (Six Flags Entertainment Corporation/New)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, Period and for a period of twelve (12) months following after the date Executive ceases to be employed by termination of the Executive’s employment with the Company for any reason (collectively the “Restricted Restriction Period”), the Executive will shall not, whether on Executive’s own behalf either directly or on behalf of indirectly, for himself or any third party, anywhere within or outside the United States (a) engage in conjunction with or have any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), interest in any activity that directly or indirectly solicit competes with the business of the Company or assist of any of its affiliates (which for purposes hereof shall include all subsidiaries or parent companies of the Company, now or in soliciting the future during the Employment Period), as conducted at any time during the Employment Period, including without limitation, accepting employment from or providing consulting services to any such competitor, owning any interest in competition or being a partner, shareholder or owner of any such competitor, (b) solicit, induce, recruit, or cause another person in the employ of the Company or its affiliates or who is a consultant or independent contractor for the Company or its affiliates to terminate his employment, engagement or other relationship with the Company or its affiliates, or (c) solicit or accept business from any individual or entity which shall have obtained the wire goods or cable business of any client services of, or prospective client:
(A) with whom Executive had personal contact purchased goods or dealings on behalf of services from, the Company or its affiliates during the one two year period preceding Executive’s termination immediately prior to the end of employment;
the Employment Period or which otherwise competes with or engages in a business which is competitive with or similar to the business of the Company or any of its affiliates, (Bd) with whom employees reporting to Executive have had personal contact call on, solicit or dealings on behalf accept any business from any of the actual or targeted prospective customers of the Company or its affiliates during (the one year period immediately preceding Executive’s termination identity of employment; or
(Cand information concerning which constitute trade secrets and Confidential Information of the Company) for whom Executive had direct on behalf of any person or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage entity in connection with any business that manufactures or distributes wire or cable in competition competitive with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on Company, nor shall the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person make known the names and (b) does not, directly or indirectly, own 5% or more of any class of securities addresses of such Person.
(iv) During customers or any information relating in any manner to the Restricted PeriodCompany’s trade or business relationships with such customers, Executive will not, whether on Executive’s own behalf or on behalf of or other than in conjunction connection with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date performance of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyduties under this Agreement.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 7 contracts
Sources: Employment Agreement (Urecoats Industries Inc), Employment Agreement (Urecoats Industries Inc), Employment Agreement (Urecoats Industries Inc)
Non-Competition. a. Executive acknowledges A. During the term of this Agreement and recognizes for a period of six (6) months after the highly competitive nature termination of this Agreement for any reason (or for such a lesser period of time as may be determined by a court of law or equity to be a reasonable limitation on Executive), unless the Company is in material default of the businesses provisions of Section 9 hereof, as applicable, Executive shall not do the Company and its affiliates and accordingly agrees as followsfollowing:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessSolicit, directly or indirectly, as an individual, partner, shareholder, officer, any director, principal, agent, trustee officer or consultant; or
employee of the Company (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date for purposes of this Agreement) between Section 5, the Company term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any of its affiliates and customers, clients, suppliers, partners, members or investors of holding company related to the Company or its affiliates.
(iiiparent and any subsidiaries thereto) Notwithstanding anything to discontinue that individual’s status of employment with the contrary Company, nor to become employed in this Agreement, Executive may, directly any activity similar to or indirectly own, solely as an investment, securities of any Person engaged in competitive with the business of the Company being conducted at the time of termination of this Agreement within the territories in which the Company conducts its business operations;
(ii) Solicit or its affiliates which are publicly traded on a national cause or regional stock exchange authorize, directly or indirectly to be solicited, for or on behalf of Executive or any third party, from others who are customers of the over-the-counter market if Executive Company or active prospects, any business which is competitive with the Company within the territories in which the Company conducts its business operations;
(aiii) is not a controlling person of, Enter into or a member of a group which controls, such person and (b) does notengage, directly or indirectly, own 5% or more of in any class of securities of such Person.business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations;
(iv) During the Restricted PeriodSolicit, Executive will notrequest, whether on Executive’s own behalf advise or on behalf of induce any current or in conjunction with any Personpotential customer, directly supplier or indirectly:
(A) solicit or encourage any employee other business contact of the Company to cancel, curtail or otherwise adversely change its affiliates to leave relationship with the employment of Company;
(v) Promote or assist, financially or otherwise, any person or entity engaged in any business that directly competes with the business conducted by the Company or within the territories in which the Company conducts its affiliatesbusiness operations; or
(Bvi) hire Engage in or invest in, own, manage, operate, finance, control, consult with or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any such employee who was employed manner connected with, lend Executive’s name to or render services or advice to any business that directly competes with the business conducted by the Company or its affiliates as of within the date of Executive’s termination of employment with territories in which the Company or who left the employment of the Company or conducts its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companybusiness operations.
(v) During the Restricted Period, B. Nothing herein shall prohibit Executive will not, directly from holding shares or indirectly, solicit stock or encourage to cease to work with the Company warrants or its affiliates any consultant then under contract with the Company debentures in a company listed on a nationally or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonableinternationally recognized stock exchange, if a final judicial determination is made by a court Executive owns no more than five percent (5%) of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereincompany’s outstanding shares.
Appears in 6 contracts
Sources: Executive Employment Agreement (Compellent Technologies Inc), Executive Employment Agreement (Compellent Technologies Inc), Executive Employment Agreement (Compellent Technologies Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During his employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)one year thereafter, Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between enterprise engaged in by the Company or any of its affiliates and customersAffiliates, clients, suppliers, partners, members or investors of either during his employment by the Company or its affiliates.
on the Termination Date, as applicable, in the geographic area comprising the Company’s franchised service territory (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in “Geographic Area”). It is recognized by Employee that the business of the Company and its Affiliates and Employee’s connection therewith is or its affiliates which are publicly traded will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on a national or regional stock exchange or on the overthis non-the-counter market if Executive (a) is competition covenant would not a controlling person of, or a member of a group which controls, such person and (b) does be appropriate. Employee also shall not, directly or indirectly, own 5% during such one year period (a) solicit or more attempt to convert any account or customer of the Company or its Affiliates existing on the Termination Date to another supplier, or (b) following Employee’s employment, solicit or attempt to hire any then employee of the Company or its Affiliates.
(b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 5 contracts
Sources: Employment Agreement (York Water Co), Employment Agreement (York Water Co), Employment Agreement (York Water Co)
Non-Competition. a. Executive acknowledges For and recognizes the highly competitive nature in consideration of the businesses of transactions contemplated by the Company Merger Agreement and its affiliates and accordingly the consideration the Executive will receive as a result thereby, Executive hereby agrees as follows:
(a) Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined below), for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability company, corporation or business of whatever nature:
(i) During engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the Employment Term andbusiness of the Company that is located within seventy-five (75) miles of any market in which Company currently operates or has plans to do business in at the time of termination;
(ii) call upon any person who is at that time, or within the preceding twenty-four (24) months has been, an employee of the Company, for a period the purpose, or with the intent, of twelve months following enticing such employee away from, or out of, the date employ of the Company or for the purpose of hiring such person for Executive ceases to be employed or any other person or entity, unless any such person was terminated by the Company more than six (6) months prior thereto;
(iii) call upon any person who, or entity that is then or that has been within one year prior to that time, a customer of the Company, for the purpose of soliciting or selling products or services in competition with the Company; or
(iv) call upon any reason (prospective acquisition or investment candidate, on the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of any other person or in conjunction with any personentity, firmwhich candidate was known by Executive to have, partnershipwithin the previous twenty-four (24) months, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed been called upon by the Company or its affiliates as of the date of Executive’s termination of employment with for which the Company made an acquisition or who left the employment of the Company investment analysis or its affiliates coincident contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or within one year prior to investing or after, the termination enticing such entity into a joint marketing or joint venture arrangement. For purposes of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that 5: · the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but term “Company” shall be deemed amended to apply as to such maximum time include the Company, ▇▇▇▇▇▇ ▇▇, LIBB and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.its respective subsidiaries; and
Appears in 5 contracts
Sources: Employment Agreement (Long Island Iced Tea Corp.), Employment Agreement (Long Island Iced Tea Corp.), Employment Agreement (Long Island Iced Tea Corp.)
Non-Competition. a. Executive acknowledges (a) Employee will, as a result of his employment with the Company, be involved with and recognizes the highly competitive nature of the businesses exposed to substantial business resources and assets of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any certain of its affiliates and customerswill develop additional contacts and relationships with numerous individuals and companies, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged which are also involved in the business of the Company or businesses related thereto. Such individuals and organizations will have business and contractual relationships with the Company and/or its affiliates that will be a valuable asset thereof. The Employee also recognizes and agrees with the Company that the services which the Employee will render during the term of employment are publicly traded on unique, special and of extraordinary character, that the Company will be substantially dependent upon such services to develop and market its products and to earn a national or regional stock exchange or on profit, and that the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee application of the Company or its affiliates Employee’s knowledge and services to leave any competitive business would be substantially detrimental to the Company. Accordingly, in consideration for employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company and compensation and other benefits, including any compensation the Employee may receive after his or its affiliates as of the date of Executive’s termination of her employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior is terminated pursuant to or afterthis Agreement, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive Employee will not, directly or indirectlyindirectly (whether as an employee, solicit officer, executive, director, manager, stockholder, member, lender, consultant or encourage any other capacity), during the period of his or her employment with the Company, and for a period of six (6) months after termination of employment hereunder for any reason whatsoever, engage in any business or activity or otherwise compete anywhere in the United States, with any business or activity that is competitive with any business or activity engaged in by the Company or any of its subsidiaries or affiliates or contemplated to cease be engaged in (as of the time of the termination of employment) by the Company or any such subsidiary or affiliate; provided, however, that the foregoing sentence shall not be applicable in the event the Employee is terminated pursuant to work Section 6(e)(ii) or Section 6(e)(iii) hereof or if the Employee or the Company terminates this Agreement at the end of the Initial Term or any additional term pursuant to Section 1. In addition, for a period of two (2) years from the end of Employment Term the Employee will not induce or attempt to induce any person or entity that is engaged in any business activity or relationship with the Company or its affiliates any consultant then under contract with subsidiary or affiliate of the Company to terminate that activity or its affiliatesrelationship to reduce such activity or relationship.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 4 contracts
Sources: Employment Agreement (Sonterra Resources, Inc.), Employment Agreement (Sonterra Resources, Inc.), Employment Agreement (Sonterra Resources, Inc.)
Non-Competition. a. Executive acknowledges and recognizes The Employee shall not, during the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”) from the date hereof until the later of one year after the termination of his employment with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Employee and other parties set forth on the signatory page thereto (the “APA”), Executive will not, ):
i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether on Executive’s own behalf through a debt or on behalf of or equity instrument) in conjunction with any person, firm, partnership, joint venturecorporation, association, corporation association or other business organization, entity (including the Company) which engages or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting plans to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures facet of the Business or distributes wire which competes or cable in competition with the Company or its affiliates plans to compete in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between way with the Company or any of its affiliates and customerssubsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), clientsterritory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, suppliersOwned Real Estate, partnersReal Property and/or Leased Premises (as defined in the APA), members (B) be employed by or investors serve as an employee, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its affiliates.
subsidiaries or Affiliates within the Territory, or (C) utilize his special knowledge of the business of each Seller or the Company and his relationship with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Employee from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Employee is not a member of any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Employee acknowledges and agrees that the covenants provided for in this Section are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Employee further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) Notwithstanding anything customer goodwill associated with the ongoing Business. Employee hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any successors to the contrary Company’s business. To the extent that the covenants provided for in this AgreementSection may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, Executive may, directly the court making such determination shall have the power to reduce the duration or indirectly own, solely as an investment, securities of any Person engaged in the business scope of the Company provision, and to add or its affiliates which are publicly traded on a national delete specific words or regional stock exchange phrases to or on from the over-the-counter market if Executive (aprovision. The provision as modified shall then be enforced.
ii) is not a controlling person of, or a member of a group which controls, such person and (b) does The Employee shall not, directly or indirectly, own 5% for himself or more of for any class of securities of such Person.
other person, firm, corporation, partnership, association or other entity (iv) During including the Restricted PeriodCompany), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave Sellers’ employees employed in the employment of the Company or its affiliates; or
Business, (B) hire call on or solicit any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company actual customers or who left the employment clients of the Company Business, nor shall Employee make known the names and addresses of such customers or its affiliates coincident with, or within one year prior any information relating in any manner to or after, the termination of Executive’s employment with the Company.
’s or the Sellers’ trade or business relationships with such customers, (vC) During the Restricted Period, Executive will notin any manner, directly or indirectly, solicit attempt to seek to cause any entity to refrain from dealing or encourage to cease to work doing business with the Company or its affiliates assist any consultant then under contract with the Company entity in doing so or its affiliatesattempting to do so or (D) employ any employees of Company.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 4 contracts
Sources: Employment Agreement (Colonial Commercial Corp), Employment Agreement (Colony Bankcorp Inc), Employment Agreement (Colonial Commercial Corp)
Non-Competition. a. Executive acknowledges (a) During her employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clientswhether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, suppliers, partners, members solicit or investors attempt to hire any then employee of the Company Employer or of any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising her rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 4 contracts
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/), Employment Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During a. Executive agrees that during the Employment Term and, for a period term of twelve months following employment and until the first anniversary of the date Executive ceases to be employed by of termination of Executive’s employment with the Company for or any reason subsidiary of the Company, as the case may be (the “Restricted Non-Competition Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
, (Ai) engage in any business that manufactures or distributes wire or cable in competition operates quick service restaurants that compete directly with the Company business of El Pollo Loco, Inc. or its affiliates Affiliates in any geographical area that is within 100 miles of any geographical area where the Company market in which El Pollo Loco, Inc. or its affiliates manufactures Affiliates operate restaurants or distributes wire or cable have targeted operating restaurants at the time of termination of Executive’s employment (a “Competitive Business”);
, (Bii) enter the employ of, or render any services (including in an advisory capacity, consulting capacity, or otherwise) to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages person engaged in a Competitive Business;
, (Ciii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
, or (Div) interfere with, or attempt to interfere with, with business relationships (whether formed before, on before or after the date of this Agreement) between the Company or any of its affiliates Affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Affiliates. Notwithstanding anything to the contrary in this Agreementforegoing, Executive may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the business of the Company or its affiliates Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (ai) is not a controlling person of, or a member of a group which controls, such person and (bii) does not, directly or indirectly, own 5% or more of any class of securities of such Personperson.
(iv) During b. Executive further agrees that during the Restricted Non-Competition Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
, (Ai) solicit or encourage any employee of the Company or its affiliates Affiliates to leave the employment of the Company or its affiliates; or
Affiliates, (Bii) hire solicit or encourage any such employee who was employed by the Company or its affiliates Affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or Affiliates within one year prior to or after, after the termination of Executive’s employment with the Company.
, or (viii) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates Affiliates any consultant then under contract with the Company or its affiliatesAffiliates.
b. c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 4 contracts
Sources: Employment Agreement (El Pollo Loco, Inc.), Employment Agreement (EPL Intermediate, Inc.), Employment Agreement (EPL Intermediate, Inc.)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andterm of this Agreement, for Employee agrees to devote his full working time, attention and energies to the performance of his assigned duties, and Employee shall not, directly or indirectly, alone or as a period member of twelve months following the date Executive ceases to be employed by the Company for any reason partnership, or as an officer, director or employee of any other corporation, partnership or other organization (the “Restricted Period”other than charitable or other not-for-profit organizations), Executive be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to or contrary to the best interests of TCI.
b. Employee also agrees that he will not, whether on Executive’s own behalf so long as he is an employee or on behalf officer of TCI or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or of its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofsubsidiaries, or render during any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or period in which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessTCI is making severance payments to Employee, directly or indirectly, as an individualowner, partner, shareholderjoint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, principallicensor or in any capacity whatsoever, agentengage or become financially interested in, trustee be employed by, or consultant; or
(D) interfere have any connection with, or attempt to interfere with, any business relationships (whether formed before, on or after the date of this Agreement) between the Company competing with TCI or any of its affiliates and customerssubsidiaries, clientsin any geographic area where the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, suppliersprovided, partnershowever, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, that Employee may own any securities of any Person public corporation which is engaged in the such business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is but in an amount not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more to exceed at any one time one percent of any class of stock or securities of such Personcompany.
(iv) During c. Except in furtherance of his duties to TCI, Employee further agrees that, during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions term of this Agreement shall or during any period in which TCI is making severance payments to Employee, he will not be rendered void but shall be deemed amended directly or indirectly participate in any effort to apply as develop, manufacture or market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to such maximum time and territory and to such maximum extent as such court may judicially determine develop or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinare under development).
Appears in 4 contracts
Sources: Employment Agreement (Tci Solutions Inc), Employment Agreement (Tci Solutions Inc), Employment Agreement (Tci Solutions Inc)
Non-Competition. a. Executive The Employee acknowledges and recognizes that the highly competitive Employee performs services of a unique nature of the businesses of for the Company that are irreplaceable, and its affiliates that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one (1) year thereafter, the date Executive ceases Employee shall not (and shall cause the Employee’s Affiliates to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or assist otherwise, and whether or not for compensation) or render services to any Person, in soliciting whatever form, engaged in any business in which the Company or any of its Affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesAffiliates, so long as the Employee has no active participation in the business of such corporation. In addition, the wire provisions of this Section 6.2 shall not be violated by the Employee commencing employment with a subsidiary, division or cable business unit of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage entity that engages in any a business that manufactures or distributes wire or cable in competition with the Company or any of its affiliates in any geographical area that is within 100 miles of any geographical area where Affiliates so long as the Company Employee and such subsidiary, division or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofunit does not, or render any services and does not have plans to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages engage in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between in competition with the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliatesAffiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 4 contracts
Sources: Senior Executive Employment Agreement (FC Global Realty Inc), Senior Executive Employment Agreement (FC Global Realty Inc), Senior Executive Employment Agreement (FC Global Realty Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees So long as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employee is employed by TCI, and such employment has not been terminated, Employee agrees to devote his full working time, attention and energies to the Company for performance of his assigned duties, and Employee shall not, directly or indirectly, alone or as a member of any reason partnership, or as an officer, director or employee of any other corporation, partnership or other organization (the “Restricted Period”other than charitable or other not-for-profit organizations), Executive be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to or contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b.
b. Employee also agrees that he will not, whether on Executive’s own behalf so long as he is an employee or on behalf officer of TCI or in conjunction with any personof its subsidiaries, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Severance/Consulting Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individualowner, partner, shareholderjoint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, principallicensor or in any capacity whatsoever, agentengage or become financially interested in, trustee be employed by, or consultant; or
(D) interfere have any connection with, or attempt to interfere with, any business relationships (whether formed before, on or after the date of this Agreement) between the Company competing with TCI or any of its affiliates and customerssubsidiaries, clientsin any geographic area where the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, suppliersprovided, partnershowever, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, that Employee may own any securities of any Person public corporation which is engaged in the such business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is but in an amount not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more to exceed at any one time one percent of any class of stock or securities of such Personcompany.
(iv) During c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Restricted term of this Agreement or during the Severance/Consulting Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive he will not, directly or indirectly, solicit participate in any effort to develop, manufacture or encourage market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to cease develop or are under development).
d. In addition to work the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any employee, consultant or independent contractor of the Company, or (2) any customer, potential customer, or partner of the Company, to sever or modify their relationship with the Company or its affiliates in any consultant then under contract with the Company or its affiliatesrespect.
b. It is e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly understood and agreed that although Executive contingent upon Employee's continued compliance with this Section 6 and the Company consider Inventions Agreement during the restrictions contained Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that 6 or the time or territory or Inventions Agreement in any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.respect,
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Tci Solutions Inc), Employment Agreement (Tci Solutions Inc)
Non-Competition. a. (a) Executive acknowledges that in the course of his employment with the Company he will become familiar with the trade secrets and recognizes other confidential information of the highly competitive nature Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for two (2) years thereafter (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company and or any of its affiliates and accordingly agrees as follows:
subsidiaries (i) During which relates to (A) the Employment Term and, for a period manufacturing or sale of twelve months following the date Executive ceases to be employed climbing equipment or (B) aluminum extrusions or (ii) which is commenced by the Company for or any reason (of its subsidiaries after the “Restricted Period”), Effective Date and as of the date of termination constitutes or will constitute a material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its subsidiaries engage in such businesses. Nothing herein shall prohibit Executive will not, whether on Executive’s own behalf or on behalf from being a passive owner of or in conjunction with not more than 2% of the outstanding equity of any person, firm, partnership, joint venture, association, class of a corporation or other entity which is publicly traded so long as Executive has no active participation in the business organizationof such corporation.
(b) During the Noncompete Period, entity or enterprise whatsoever (“Person”), Executive shall not directly or indirectly solicit through another entity (i) induce or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of attempt to induce any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf employee of the Company or any of its affiliates during subsidiaries to leave the one year period preceding Executive’s termination employ of employment;
(B) with whom employees reporting to Executive have had personal contact such person, or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition way interfere with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) employee relationship between the Company or any of its affiliates subsidiaries and customersany employee thereof, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iiiii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as hire any person who was an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment any subsidiary of the Company or its affiliates; or
at any time during the Employment Period (B) hire any such employee other than individuals who was have not been employed by the Company or any subsidiary of the Company for a period of at least one (1) year prior to employment by Executive directly or indirectly through another entity), or (iii) induce or attempt to induce any customer, supplier, licensee or other person having a business relationship with the Company or any of its affiliates subsidiaries (A) which relates to (x) the manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of Executive’s termination constitutes or will constitute a material portion of employment the Company's overall future business to cease doing business with the Company or who left the employment of the Company or its affiliates coincident withsuch subsidiaries, or within one year prior to or after, the termination of Executive’s employment interfere materially with the Company.
(v) During the Restricted Periodrelationship between any such customer, Executive will notsupplier, directly licensee or indirectly, solicit or encourage to cease to work other person having a business relationship with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits subsidiaries.
Appears in 3 contracts
Sources: Employment Agreement (Werner Holding Co Inc /Pa/), Employment Agreement (Werner Holding Co Inc /De/), Employment Agreement (Werner Holding Co Inc /Pa/)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andterm of employment hereunder, and in the --------------- event the Employee's employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for a one year period of twelve months following thereafter, the date Executive ceases to be employed by the Company Employee will not directly for himself or any reason (the “Restricted Period”)third party, Executive will not, whether on Executive’s own behalf become engaged in any business or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), activity which is directly or indirectly solicit or assist in soliciting in competition with the Company any services or its affiliatesfinancial products sold by, or any business or activity engaged in by, the wire Company, including, without limitation, any business or cable business activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any client office or prospective client:
(A) with whom Executive had personal contact or dealings on behalf facility of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the period of employment hereunder, and customersfor a period of two years thereafter no matter the reason of termination, clientsthe Employee will not solicit any person who was a customer of the Company during the period of the Employee's employment hereunder, suppliersor solicit potential customers who are or were identified through leads developed during the course of employment with the Company, partners, members or investors otherwise divert or attempt to divert any existing business of the Company within any area of 100 miles of any office or facility of the Company or any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive Affiliates. The Employee will not, whether on Executive’s own behalf either during the period of employment hereunder or on behalf for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or any of its affiliates; or
(B) hire Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company. The Employee understands that in the event of a violation of any provision of this Agreement, the Company shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this section shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such employee who was employed by the Company or its affiliates as remedies. If any provisions of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to shall be reasonable, if a final judicial determination is made determined by a court of competent jurisdiction that the to be unenforceable in part by reason of it being too great a period of time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executivecovering too great a geographical area, the provisions of this Agreement shall not be rendered void but it shall be deemed amended to apply in full force and effect as to such maximum that period of time and territory and to such maximum extent as such court may judicially determine or indicate geographical area determined to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect reasonable by the enforceability of any of the other restrictions contained hereincourt.
Appears in 3 contracts
Sources: Employment Agreement (Susquehanna Bancshares Inc), Employment Agreement (Susquehanna Bancshares Inc), Employment Agreement (Susquehanna Bancshares Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term term of this Agreement or any renewal thereof and, at the Company's option for a period of twelve months following up to one year thereafter, should the date Executive ceases to Executive's contract be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf terminated or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliatesnot be renewed, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf agrees that he will not within the geographical area of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted PeriodUnited States, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofengage, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, individually or as an individualowner, partner, shareholderjoint venturer, employee, officer, director, principalstockholder, agentconsultant, trustee independent contractor or consultant; or
(D) interfere withlender of or to any corporation, holding company or attempt other business entity which is in a business similar to interfere with, business relationships (whether formed before, on or after the date that of this Agreement) between the Company or any of its affiliates and customersaffiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company following termination or non-renewal of his employment, clientsthe Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, suppliersin either case specifying the period of up to one year following termination, partnersresignation, members or investors non-renewal of employment during which such competitive activity shall be prohibited. In the event the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as hereinbefore described in Section 2(d)) may own five (5%) percent of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged business in competition with the business of the Company or any of its affiliates affiliates, which securities are publicly regularly traded on a national public exchange, provided that any such ownership shall not result in the Executive becoming a record or regional stock exchange or on the over-the-counter market if Executive beneficial owner at any time of more than five (a5%) is not a controlling person of, or a member percent of a group which controls, such person and equity securities of said business entity.
(b) does notThe Executive shall not during the term of his Employment under this Agreement or any renewal thereof, directly and for a period of one (1) year thereafter, employ, retain or indirectly, own 5% arrange to have any other person or more of entity employ or retain any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee person who was employed by the Company or any of its affiliates as affiliated companies having an annual compensation of at least U.S. $50,000 per annum during the date term of Executive’s termination of employment with the Company this Agreement or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany renewal thereof.
(vc) During If any provision of this Section is held to be unenforceable because of the Restricted Periodscope, Executive duration or area of its applicability or otherwise, the legal entity making that determination will nothave the power to modify the scope, directly duration or indirectlyarea, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive all of them, and the Company consider the restrictions contained provision will then apply in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits modified form.
Appears in 3 contracts
Sources: Employment Agreement (Bacou Usa Inc), Employment Agreement (Bacou Usa Inc), Employment Agreement (Bacou Usa Inc)
Non-Competition. a. Executive acknowledges (a) During his employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clientswhether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, supplierssolicit, partners, members hire or investors attempt to hire any then employee of the Company Employer or of any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 3 contracts
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes Subject to the highly competitive nature provisions of Section 3.2, Employee agrees that during the businesses Non-Competition Period (as hereinafter defined), he will not in any manner, directly or indirectly, except as specifically contemplated by the terms of the Company and its affiliates and accordingly agrees as follows:
his employment or expressly set forth in this Agreement, (i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by, engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any entity which now or at any time during the Non-Competition Period engages in any business activity competitive, directly or indirectly, with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the Company for business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any reason of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (the “Restricted Period”)18) months immediately preceding such date of solicitation or diversion, Executive will notor assist any person, whether firm or corporation in doing so or attempting to do so, or (iii) on Executive’s his own behalf or on behalf of any person or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businessentity, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee hire or consultant; or
(D) interfere with, solicit the employment or attempt to interfere with, business relationships (whether formed before, on other retention of any employee or after the date of this Agreement) between the Company consultant who was employed or retained by CCL or any of its affiliates and customerssubsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, clientshowever, suppliersthat, partnersnotwithstanding the foregoing, members nothing herein shall preclude Employee from making solely passive investments in any class or investors series of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, equity securities of any Person engaged in the business of the Company or its affiliates entity which are is publicly traded on a national so long as Employee shall not own or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does notcontrol, directly or indirectly, own either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5% %) or more of any class of securities the voting rights or equity ownership of such Person.
entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the time of termination of Employee's employment if (ivi) During within three (3) months after the Restricted Periodtermination of Employee's employment, Executive will notCCL or any of its subsidiaries or divisions shall not have entered into a letter of intent or made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the termination of Employee's employment, whether on Executive’s own behalf CCL or on behalf any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in conjunction with any Person, directly or indirectly:
business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (A18) solicit or encourage any employee months after the end of the Company or its affiliates to leave Term; provided, however, that in the employment case of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s a termination of employment with pursuant to the Company or who left the employment provisions of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive6.1, the provisions of this Agreement Section 7.3 shall not be rendered void but extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the provisions of Sections 6.3, the provisions of this Section 7.3 shall be deemed amended extend until the last payment of Base Salary is made pursuant to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained Section 6.3(A) (the period described in this Agreement sentence is unenforceable, and such restriction cannot be amended so referred to herein as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein"Non-Competition Period").
Appears in 2 contracts
Sources: Employment Agreement (International Post LTD), Employment Agreement (International Post LTD)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In consideration of the businesses compensation and other benefits to be paid to the Executive during the term of and in connection with this Agreement, the Company and its affiliates and accordingly Executive agrees as follows:
(i) During the Employment Term andthat, for a period of twelve months following beginning on the date Executive ceases to be employed by of this Agreement and continuing until the Company for any reason Covenant Expiration Date (the “Restricted Period”defined below), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive he will not directly or indirectly:
(A) engage in any business that manufactures , for his own account or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofas agent, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholderemployee, officer, director, principaltrustee, agentconsultant, trustee partner, stockholder, member of any firm or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date equity owner of this Agreement) between the Company any corporation or any of its affiliates and customersother entity, clients(i) own or participate in any such entity that, suppliersin the Restricted Territory, partners, members is in the business conducted by the Corporation or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, any other business activity that is directly or indirectly own, solely as an investment, securities of any Person engaged in competitive with the business of conducted by the Company Corporation or its affiliates which are publicly traded on a national or regional stock exchange or on any Affiliate at the over-the-counter market if Executive Reference Date (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, except that he may own directly or indirectly, own indirectly interests constituting less than 5% or more of any class of securities interests of any entity that is in such Person.
competition with the Corporation or any Affiliate), (ii) otherwise engage or attempt to engage, in the Restricted Territory, in the business conducted by the Corporation or any other business activity that is directly or indirectly competitive with the business conducted by any Affiliate at the Reference Date, (iii) employ or solicit the employment of any person who is employed by the Corporation or any Affiliate at the Reference Date or at any time during the 6 month period preceding the Reference Date, except that the Executive may employ or solicit the employment of any person whose employment with the Corporation, or any Affiliate has terminated for any reason (without any interference from the Executive) and who has not been employed by the Corporation or any Affiliate for at least 6 months, (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf canvass or on behalf of or solicit business in conjunction competition with any Person, directly business conducted by the Corporation or indirectly:
(A) solicit any Affiliate at the Reference Date from any person or encourage any employee entity who during the 6 month period preceding the Reference Date has been a customer of the Company Corporation or its affiliates to leave any Affiliate, or (v) willfully dissuade or discourage any person or entity from using, employing or conducting business with the employment Corporation or any Affiliate. However, in the case of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s 's termination of employment with by the Company Corporation without Cause or who left by the employment Executive for Good Reason, (i) and (ii) will not apply after the Termination Date; and in the case of the Company or its affiliates coincident with, or within one year prior to or afterExecutive's termination of employment by the Corporation with Cause, the termination of Executive’s employment with Board, in its deliberations at the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 meeting required to be reasonablecalled under Section 1(c), if a final judicial determination is made by a court of competent jurisdiction that will determine whether or not (i) and (ii) will apply, taking into account the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any circumstances of the other restrictions contained hereinCause.
Appears in 2 contracts
Sources: Employment Agreement (First Niagara Financial Group Inc), Employment Agreement (First Niagara Financial Group Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During his employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one year thereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere withenterprise in competition with Maritrans Inc., business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates Affiliates and customersengaged in a geographic area in which Maritrans Inc., clients, suppliers, partners, members or investors of the Company or any of its affiliates.
Affiliates is operating (iiii) Notwithstanding anything to on the contrary date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date. The Employee recognizes that the Company presently operates on the East Coast of the United States and at all ports in this Agreementthe Gulf of Mexico (whether or not such business is physically located within those areas) (the “Geographic Area”). “Competition” includes any business that is a customer of, Executive maycompetitive to, directly or indirectly ownin a business segment from which Maritrans Inc., solely the Company or any of its Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as an investment, securities of any Person engaged in applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its Affiliates and the Employee’s connection therewith is or its affiliates which will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. The Employee also shall not, directly or indirectly, own 5% or more of any class of securities of during such Person.
one-year period (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(Aa) solicit or encourage divert business from, or attempt to convert any employee client, account or customer of Maritrans Inc., the Company or any of its affiliates Affiliates, whether existing at the date hereof or acquired during Employee’s employment nor (b) following Employee’s employment, solicit, hire or attempt to leave the employment of the Company or its affiliates; or
(B) hire any such then employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory Maritrans Inc. or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintheir Affiliates.
Appears in 2 contracts
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In view of the businesses unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business or profession of the Company or any of the Companies, and its affiliates and accordingly agrees as follows:
(iii) During the Employment Term and, for a period of twelve months following the date Executive two years after he ceases to be employed by the Company for under this Agreement as a result of Employee's voluntary action or pursuant to Section 11(a) hereof, he will not compete with or be engaged in the same business as or Participate In any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates organization which during the one such two year period preceding Executive’s termination of employment;
(B) competes with whom employees reporting to Executive have had personal contact or dealings on behalf of is engaged in the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any same business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members the Companies with respect to any product or investors service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of such cessation within a 100-mile radius of the location of the Company's or any of the Companies' principal offices on the date on which Employee ceases to be employed by the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in under this Agreement, Executive may, directly or indirectly own, solely as an investment, securities except that in each case the provisions of any Person engaged in the business this Section 7 will not be deemed breached merely because Employee owns not more than 1% of the Company or outstanding common stock of a corporation, if, at the time of its affiliates which are publicly traded acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or regional stock exchange or on is regularly traded in the over-the-counter market if Executive (a) is not a controlling person of, or by a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of national securities of such Personexchange.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Employment Agreement (Healthworld Corp), Employment Agreement (Healthworld Corp)
Non-Competition. a. (a) Executive acknowledges and recognizes hereby agrees that, for the highly competitive nature duration of the businesses of Executive's employment with the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason two (the “Restricted Period”)2) years thereafter, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCompany, directly or indirectly, as an individualengage or invest in, partnerown, shareholdermanage, officeroperate, directorfinance, principalcontrol or participate in the ownership, agentmanagement, trustee operation, financing or consultant; or
(D) interfere control of, be employed by, associated with, or attempt to interfere in any manner connected with, lend Executive's name to, lend Executive's credit to or render services or advice to, any business relationships (whether formed beforewhose products or activities compete in whole or in part with the former, on current or after the date currently contemplated products or activities of this Agreement) between the Company or any of its affiliates and customerssubsidiaries, clients, suppliers, partners, members in any state of the United States or investors of in any country in which the Company or any of its affiliates.
subsidiaries sells products or conducts business; PROVIDED, HOWEVER, that Executive may purchase or otherwise acquire up to (iiibut not more than) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such Personenterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Executive agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
(ivb) During In the Restricted Periodevent of a breach by Executive of any covenant set forth in this Section 14, Executive the term of such covenant will not, whether on Executive’s own behalf or on behalf be extended by the period of or in conjunction with any Person, directly or indirectly:the duration of such breach.
(Ac) solicit or encourage any employee of For the Company or its affiliates to leave period following the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date termination of Executive’s termination of 's employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, during which the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to Section 14 apply, Executive will, within ten days after accepting any employment, advise the Company of the identity of any employer of Executive. The Company may serve notice upon each such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds employer that any restriction contained in Executive is bound by this Agreement is unenforceable, and furnish each such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability employer with a copy of any of the other restrictions contained hereinthis Agreement or relevant portions hereof.
Appears in 2 contracts
Sources: Employment Agreement (Veeco Instruments Inc), Employment Agreement (Veeco Instruments Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, his employment by BPLSC and for a period of twelve 18 months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)thereafter, Executive Muther will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf Chairman of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, (i) any business or attempt to interfere withenterprise that competes with the Partnerships in any business or enterprise that contributes more than ten percent (10%) of BGH’s consolidated gross revenues, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange either during his employment by BPLSC or on the over-the-counter market if Executive Termination Date, as applicable, in any state in which such business or enterprise is so operated (awhether or not such business is physically located within those areas) is not a controlling person of(the “Geographic Area”), or (ii) in any business or enterprise that is a member customer of a group which controlsthe Partnerships if BGH derives at least five percent of its consolidated gross revenues either during his employment by BPLSC or on the Termination Date, as applicable, from such person customer. It is recognized by Muther that the Partnerships and (b) does Muther’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. Muther also shall not, directly or indirectly, own during such 18-month period (i) solicit or divert business from, or attempt to convert any client, account or customer of the Partnerships, whether existing at the date hereof or acquired during Muther’s employment nor (ii) following Muther’s employment, solicit or attempt to hire any then employee of the Partnerships.
(b) The foregoing restriction shall not be construed to prohibit the ownership by Muther of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Muther nor any group of the Company or its affiliates; or
(B) hire persons including Muther in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 2 contracts
Sources: Employment and Severance Agreement (Buckeye GP Holdings L.P.), Employment and Severance Agreement (Buckeye Partners L P)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term term of this Agreement or any renewal thereof and, at the Company's option for a period of twelve months following up to one year thereafter, should the date Executive ceases to Executive's contract be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf terminated or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliatesnot be renewed, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf agrees that he will not within the geographical area of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted PeriodUnited States, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofengage, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, individually or as an individualowner, partner, shareholderjoint venturer, employee, officer, director, principalstockholder, agentconsultant, trustee independent contractor or consultant; or
(D) interfere withlender of or to any corporation, holding company or attempt other business entity which is in a business similar to interfere with, business relationships (whether formed before, on or after the date that of this Agreement) between the Company or any of its affiliates and customersaffiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company 6 following termination or non-renewal of his employment, clientsthe Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, suppliersin either case specifying the period of up to one year following termination, partnersresignation, members or investors non-renewal of employment during which such competitive activity shall be prohibited. In the event the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as hereinbefore described in Section 2(d)) may own five (5%) percent of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged business in competition with the business of the Company or any of its affiliates affiliates, which securities are publicly regularly traded on a national public exchange, provided that any such ownership shall not result in the Executive becoming a record or regional stock exchange or on the over-the-counter market if Executive beneficial owner at any time of more than five (a5%) is not a controlling person of, or a member percent of a group which controls, such person and equity securities of said business entity.
(b) does notThe Executive shall not during the term of his Employment under this Agreement or any renewal thereof, directly and for a period of one (1) year thereafter, employ, retain or indirectly, own 5% arrange to have any other person or more of entity employ or retain any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee person who was employed by the Company or any of its affiliates as affiliated companies having an annual compensation of at least U.S. $50,000 per annum during the date term of Executive’s termination of employment with the Company this Agreement or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany renewal thereof.
(vc) During If any provision of this Section is held to be unenforceable because of the Restricted Periodscope, Executive duration or area of its applicability or otherwise, the legal entity making that determination will nothave the power to modify the scope, directly duration or indirectlyarea, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive all of them, and the Company consider the restrictions contained provision will then apply in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits modified form.
Appears in 2 contracts
Sources: Employment Agreement (Bacou Usa Inc), Employment Agreement (Bacou Usa Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in Non-competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will shall not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, except as an individual, partner, shareholder, officer, director, principalemployee, agent, trustee agent or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date consultant of this Agreement) between the Company or any of its affiliates and customersAffiliates) directly or indirectly, clientsown, suppliersmanage, partnersoperate, members join, or investors of have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit her name to be used in connection with, or be otherwise connected in any manner with any business or enterprise, wherever located, which is similar to or competitive with the business carried on or planned by the Company or any of its affiliates.
Affiliates at any time during the one year immediately preceding the termination of the Employment Period, unless Executive shall have obtained the prior written consent of the Board; provided, however, that the foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than two percent (iii2%) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, of any class of securities of any Person corporation which is engaged in the business any of the Company foregoing businesses, having a class of securities registered pursuant to Sections 12(b) or its affiliates 12(g) of the 1934 Act, which securities are publicly owned and regularly traded on a any national or regional stock securities exchange or on in the over-the-counter market if market; provided further, that such ownership represents a passive investment and that neither Executive (a) is not a controlling person ofnor any group of persons including Executive in any way, or a member of a group which controls, such person and (b) does not, either directly or indirectly, own 5% manages or more exercises control of any class such corporation, guarantees any of securities its financial obligations, otherwise takes part in its business other than exercising her rights as a stockholder, or seeks to do any of such Person.
(iv) During the Restricted foregoing. Upon the written request of Executive following termination of the Employment Period, Executive will not, whether on Executive’s own behalf the Company shall provide a list of businesses or on behalf enterprises that at the time of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee termination of the Company Employment Period or its affiliates to leave during the employment of the Company or its affiliates; or
(B) hire any such employee who was employed preceding one year, have been planned by the Company or any of its affiliates Affiliates. For purposes of this Agreement, the Non-competition Period shall mean (i) the Employment Period, (ii) one year following termination of the Employment Period if terminated by the Company for Cause or by Executive other than for Good Reason; and (iii) any period during which Executive is receiving Termination Payments as a result of the Company's termination of the Employment Period other than for Cause or Executive's termination of the Employment Period for Good Reason. In the event that the Company terminates the Employment Period other than for Cause, or if Executive terminates the Employment Period for Good Reason, Executive may elect at any time after such termination, by ten (10) days advance written notice to the Company, to terminate the Non-Competition Period. On and after such election, the Company shall have no further obligation to make any Termination Payments, except for such amounts as shall have been accrued prior to the date of Executive’s termination such election. Such election shall not effect any of employment with the Company or who left the employment rights of the Company or its affiliates coincident with, or within one year with respect to the Non-Competition Period occurring prior to or after, such election. Notwithstanding anything contained herein to the termination of Executive’s employment with the Company.
(v) During the Restricted Periodcontrary, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to shall be reasonable, if a final judicial determination is made by a court relieved of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any Section 8 upon termination of the Employment Period (other restrictions contained hereinthan by reason of termination for Cause, without Cause or for Good Reason) as a result of non-renewal, whether at the Company's or Executive's election.
Appears in 2 contracts
Sources: Employment Agreement (Hoenig Group Inc), Employment Agreement (Hoenig Group Inc)
Non-Competition. a. Executive acknowledges By and recognizes the highly competitive nature in consideration of the businesses Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates Affiliates, the Executive agrees that the Executive shall not, during the Term and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve six (6) months following the date Executive ceases to be employed by the Company for any reason thereafter (the “Restricted Restriction Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit indirectly, own, manage, operate, join, control, be employed by, or assist participate in soliciting in competition with the Company ownership, management, operation or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ control of, or render be connected in any services tomanner with, including, without limitation, holding any position as a principal, agent, owner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Person Restricted Enterprise (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest inas defined below), or otherwise become actively involved withhowsoever own, operate, carry on or engage in the operation of or otherwise work for or assist the operation of, or have any Competitive Businessfinancial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any Restricted Enterprise; provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as an individualamended (the “Exchange Act”), partnerstanding alone, shareholderbe prohibited by this Section 4.2, officer, director, principal, agent, trustee or consultant; or
(D) interfere withso long as the Executive does not have, or attempt exercise, any rights to interfere with, manage or operate the business relationships (whether formed before, on or after the date of such issuer other than rights as a stockholder thereof. For purposes of this Agreementparagraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) between in competition with the business of the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofAffiliates, or a member of a group which controls, such person and (bii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates proposed to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed be conducted by the Company or any of its affiliates Affiliates in the Company’s or its Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the date last day of the Term). During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s termination of then-current employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companystatus.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Employment Agreement (CVR Energy Inc), Employment Agreement (CVR Refining, LP)
Non-Competition. a. Executive acknowledges and recognizes In return for employment in the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the provisions of Section 5(a)(ii) hereof, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)12 months) thereafter, Executive will Employee shall not, whether directly or indirectly, (i) in any capacity whatsoever, either on Executive’s Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in conjunction any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit or assist in soliciting in competition with any business related to the Company or its affiliates, the wire or cable business of Employer from any client or prospective client:
(A) with whom Executive had personal contact client of Employer at or dealings on behalf before the termination date of the Company Employee's employment with Employer for himself or its affiliates during for any entity in which the one year period preceding Executive’s termination of employment;
Employee has an interest or by which Employee is employed or engaged; or (Biv) seek to divert or dissuade from continuing to do business with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any entering into business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company Employer or any of its affiliates and customersor related entities, clientsany supplier, supplierscustomer or other person or entity that had a business relationship with or with which Employer, partners, members its subsidiaries or investors any of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on or related entities was actively planning or pursuing a national business relationship at or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, before the termination of Executive’s employment with the CompanyEmployee.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Employment Agreement (Enterprise Software Inc), Employment Agreement (Enterprise Software Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date term of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
Agreement (iii) Notwithstanding anything subject to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and clause (b) does of this Section 8, the "Restricted Period"), the Employee shall not, directly or indirectly, own 5% or more without the written consent of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any PersonCompany, directly or indirectly:
(i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business anywhere which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company ceased; provided, however, that nothing contained herein will prevent Employee from owning less than five percent (5%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any such securities is solely that of a passive investor;
(ii) for his own account or for the account of any other person or entity (A) solicit interfere with the Company's relationship with any of its suppliers, customers, representatives or encourage agents or (B) transact any employee business with any customer or supplier of the Company which transacts or its affiliates to leave the employment of has transacted business with the Company or its affiliatesat any time during the term of this Agreement; or
(Biii) hire employ or otherwise engage, or solicit, entice or induce on behalf of himself or any such employee other person or entity, the services, retention or employment of any person who was employed by has been an employee, sales representative, consultant to or agent of the Company or its affiliates as within one year of the date of Executive’s termination the last date of employment with the Company such person or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s entity's employment with the Company.
(vb) During In the Restricted Period, Executive will not, directly event that the Employee's employment hereunder is terminated by Employee for any reason or indirectly, solicit or encourage to cease to work with is terminated by the Company with cause, or its affiliates the term of Employee's employment expires and is not renewed by the Company, the covenant contained in Section 8(a) hereof shall extend for a period of two (2) years beyond the termination of the Employee's employment but shall be limited in geographic scope to the area within one hundred (100) miles of any consultant then under contract with of the Company Company's or its affiliates' business locations.
b. It is expressly understood and agreed (c) The parties hereto intend that although Executive and the Company consider the restrictions covenants contained in this Section 9 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be reasonableenforced in such proceeding shall, if a final judicial determination is made by a court for the purpose of competent jurisdiction such proceeding, be deemed eliminated from the provisions of this Section 8.
(d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the time or territory Company shall be entitled to specific performance or any other restriction contained in this Agreement is an unenforceable restriction against Executivemode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security.
(e) Notwithstanding the foregoing, the provisions of this Agreement shall not be rendered void but Paragraph 8 shall be deemed amended to apply as to such maximum time null and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained void in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of event the Company defaults on any of its obligations to Seller pursuant to the other restrictions contained hereinAsset Purchase Agreement dated as of July 20, 1998.
Appears in 2 contracts
Sources: Employment Agreement (Mikes Original Inc), Employment Agreement (Mikes Original Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of During my employment with the Company beginning with the effective date of this Agreement and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one (1) year after said employment is ended for any reason, including but not limited to the date Executive ceases termination of my employment due to be employed inadequate performance and regardless of whether such termination is initiated by the Company or by me, I shall not within a seventy-five (75) mile radius of the Company’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, compete with the Company in any business conducted by the Company at the time that employment ends.
b. I shall be deemed to be competing with the Company if, among other things, I engage in or become interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for any reason (the “Restricted Period”fee, profit, or otherwise), Executive will notdirector, whether officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company.
c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on Executive’s any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding.
d. As examples of the foregoing, and not in limitation thereof, during the period of non-competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or contact in any way, on behalf of myself, or on behalf of or in conjunction with others, any client, customer or prospective client or customer of the Company, for the purpose of developing competing solutions or selling or servicing products sold or provided by the Company, or related technical learning or training services.
e. I further agree that during such one (1) year period, I will not intentionally or maliciously prejudice any of the prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Company. I also agree that I will not, during such one (1) year period, disparage or criticize the Company, or its directors or officers, in any communication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees.
f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firmfirm or corporation, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, as an individualor in any manner whatsoever, partneralienate, shareholder, officer, director, principal, agent, trustee solicit or consultant; or
(D) interfere withemploy, or attempt to interfere withalienate, business relationships (whether formed beforesolicit or employ, on or after the date of this Agreement) between the Company or any of its affiliates and customersthe Company’s present employees, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything former employees subject to the contrary in this Agreementforegoing or similar non-competition provision, Executive may, directly customers or indirectly own, solely as an investment, securities of any Person engaged in the persons doing business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During g. If any court shall determine that the Restricted Periodduration, Executive will not, directly scope or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the geographical restrictions contained in this Section 9 to be reasonableherein are unenforceable, if a final judicial determination it is made by a court the intention of competent jurisdiction the parties that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement non-competition provision set forth herein shall not thereby be rendered void terminated but shall be deemed amended to apply as the extent required to such maximum time render it valid and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication.
h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of competent jurisdiction finds the Company’s legitimate business interests and that any restriction contained violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys’ fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement.
i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement is unenforceableand that their terms fairly and reasonably balance my right to earn a living and the Company’s need and right to protect its good will, competitive advantage, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinconfidential information.
Appears in 2 contracts
Sources: Non Compete Agreement (D&e Communications Inc), Non Compete Agreement (D&e Communications Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature In consideration of Buyer’s purchase of the businesses Assets including Seller’s Business (and the goodwill associated therewith), the President of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andSeller covenants to Buyer that, for a period of twelve months following five (5) years from the date Executive ceases to Closing Date, he nor any Related Person shall, without the prior written consent of Buyer (which consent may be employed by given or withheld in the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf sole discretion of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”Buyer), directly or indirectly solicit (in any capacity, including as a General Partner, partner, member, investor, manager, lender, principal, director, officer, employee, consultant, contractor or assist in soliciting in competition with the Company or its affiliates, the wire or cable business agent of any client other person or prospective client:
entity): (Aa) with whom Executive had personal contact own, manage, control, participate or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or have any financial interest in any other person or entity that engages in, the business or operations of designing, developing, manufacturing, processing, fabricating, testing, servicing, maintaining, supporting, replacing, refurbishing, retrofitting, distributing, licensing, providing, installing, marketing, selling, consulting on or otherwise become actively involved withdealing with a Competing Product (each individually and collectively referred to as a _Competing Business_) within the geographic area consisting of each country, any Competitive Businessstate, directly region, or indirectlylocality in which Seller has carried on its business, as an individualwhich area the parties agree is, partnerand stipulate to be, shareholdera worldwide business area including, officerbut not limited to, directorthe United States, principalCanada, agentand Mexico (the _Covered Area_), trustee or consultant; or
(Db) interfere withsolicit, influence, or attempt to interfere withsolicit or influence, business relationships (whether formed beforeany customer, on or after any person or entity that is, or within the eighteen-month period preceding the date of this Agreement) between the Company such activity was, a purchaser of goods of services from either Buyer or any Affiliate of its affiliates and customersBuyer to purchase a Competing Product (defined below) from any person or entity other than the Buyer or an Affiliate of Buyer or (c) employ, clientsor recruit or solicit for employment, suppliers, partners, members any person who is an employee of Buyer or investors any Affiliate of Buyer (or was an employee of Buyer at any time within the Company 6-month period preceding the subject act of solicitation recruitment or its affiliates.
(iii) Notwithstanding anything to the contrary employment). As used in this Agreement, Executive maya _Competing Product_ means products and services that are either the same as or similar to the products and services offered by Seller, which products and services the parties agree are, and stipulate to be, any form of leasing, selling or servicing of truck trailers. _Affiliate_ means any person or entity directly or indirectly ownthrough one or more intermediaries controlling, solely controlled by or under common control with Seller, President or Buyer, as an investment, securities of any Person engaged the case may be. As used in the business definition of Affiliate, _control_ and derivatives of that term mean the Company or its affiliates which are publicly traded on a national or regional stock exchange or on power to dictate the over-the-counter market if Executive (a) is not a controlling person of, or a member management policies of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will notorganization, whether on Executive’s own behalf by direct or on behalf indirect ownership of voting securities or in conjunction with any otherwise. _Related Person, directly _ means an Affiliate of either Seller or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the CompanyPresident.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Capsource Financial Inc), Asset Purchase Agreement (Capsource Financial Inc)
Non-Competition. a. Executive acknowledges By and recognizes the highly competitive nature in consideration of the businesses Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates and accordingly affiliates, the Executive agrees as follows:
(i) During that, in the Employment Term and, for a period of twelve months following event that the date Executive ceases to be employed Executive’s employment is terminated by the Company for any reason Cause, or by the Executive without Good Reason, the Executive shall not, for a one-year period following the termination of the Executive’s employment (the “Restricted Restriction Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit indirectly, own, manage, operate, join, control, be employed by, or assist participate in soliciting the ownership, management, operation or control of, or be connected in competition with any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Competitive Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or engaged in any business, of the type offered by Company or its affiliates, the wire affiliates or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of which the Company or its affiliates has documented plans to offer during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Restriction Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) . Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or afterset forth above, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended apply to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableExecutive’s partial ownership of, and such restriction cannot be amended so as to make it enforceableprovision of advisory services to, such finding shall not affect the enforceability of any of the other restrictions contained hereinNational Benefit Programs, LLC.
Appears in 2 contracts
Sources: Employment Agreement (JetPay Corp), Employment Agreement (JetPay Corp)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, his employment by BPLSC and for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)one year thereafter, Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an individual, partner, shareholder, officer, director, manager, member, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere withotherwise with or use or permit his name to be used in connection with any business or enterprise, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged anywhere in the world (the “Geographic Area”), that (A) competes with any material line of business of the Company BPL Entities, or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (aB) is a customer of the BPL Entities which materially contributes to any material line of business of the BPL Entities. It is recognized by Employee that the BPL Entities’ business and Employee’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. Employee also shall not, directly or indirectly, own during such one-year period (i) solicit or divert business from, or attempt to convert any client, account or customer of the BPL Entities, whether existing at the date hereof or acquired during Employee’s employment nor (ii) solicit or attempt to hire any employee of the BPL Entities or any person who has been an employee of the BPL Entities at any time during the year prior to such Termination of Employment.
(b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of the Company or its affiliates; or
(B) hire persons including Employee in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 2 contracts
Sources: Severance Agreement (Buckeye Partners, L.P.), Severance Agreement (Buckeye Partners, L.P.)
Non-Competition. a. Executive acknowledges and recognizes (a) Subject to subsection (c) hereof, Employee agrees that he will not during the highly competitive nature of period he is employed under this Agreement engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, or partner of, any other business or organization that is or shall then be competing in the businesses of coffee business with the Company and its affiliates and accordingly agrees as follows:Company.
(ib) During the Employment Term andSubject to subsection (c) hereof, Employee agrees that for a period of twelve months following the date Executive one (1) year after he ceases to be employed by the Company for any reason under this Agreement: (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(Ai) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive Employee will not directly or indirectly:
(A) engage indirectly compete with or be engaged in any the same coffee business that manufactures or distributes wire or cable in competition with as the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofCompany, or render any services be employed by, or act as consultant or lender to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in be a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholderdirector, officer, directoremployee, principal, agent, trustee or consultant; or
(D) interfere withowner, or attempt to interfere withpartner of, any business relationships (whether formed beforeor organization which, on at the time of such cessation, competes with or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person is engaged in the same coffee business of as the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person Company; and (bii) does Employee shall not, directly or indirectly, own 5% or more of by any class of securities of such Person.
(iv) During the Restricted Periodact in concert with others, Executive will notemploy, whether on Executive’s own behalf attempt to employ, recruit or on behalf of or in conjunction with any Person, directly or indirectly:
(A) otherwise solicit or encourage induce or influence to leave his or her employment any employee of the Company or its affiliates to leave the employment of any Company subsidiary. The Employee and the Company or its affiliates; oragree that the restrictions on competition in the coffee business by the Employee with the Company provided in this Section 5(b) shall be limited geographically to the City of New Haven.
(Bc) hire any such employee who was employed The Employee and the Company agree that in the event of a default by the Company of any of its material obligations under this Agreement or its affiliates as under the Stock Purchase Agreement dated October 21, 1996 by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇'▇ Incorporated and New World Coffee, Inc., or under the promissory notes issued to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to said Stock Purchase Agreement, which default is not cured in any applicable notice, grace, or cure period, the restrictive covenants of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained Employee set forth in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement 5 shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinterminate automatically.
Appears in 2 contracts
Sources: Employment Agreement (New World Coffee Inc), Employment Agreement (New World Coffee Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of During my employment with the Company beginning with the effective date of this Agreement and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one (1) year after said employment is ended for any reason, including but not limited to the date Executive ceases termination of my employment due to be employed inadequate performance and regardless of whether such termination is initiated by the Company or by me, I shall not within a seventy-five (75) mile radius of the Company’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, compete with the Company in any business conducted by the Company at the time that employment ends.
b. I shall be deemed to be competing with the Company if, among other things, I engage in or become interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for any reason (the “Restricted Period”fee, profit, or otherwise), Executive will notdirector, whether officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company.
c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on Executive’s any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding.
d. As examples of the foregoing, and not in limitation thereof, during the period of non-competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or contact in any way, on behalf of myself, or on behalf of or in conjunction with others, any client, customer or prospective client or customer of the Company, for the purpose of developing competing solutions or selling or servicing products sold or provided by the Company, or related technical learning or training services.
e. I further agree that during such one (1) year period, I will not intentionally or maliciously prejudice any of the prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Company. I also agree that I will not, during such one (1) year period, disparage or criticize the Company, or its directors or officers, in any communication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees.
f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firmfirm or corporation, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, as an individualor in any manner whatsoever, partneralienate, shareholder, officer, director, principal, agent, trustee solicit or consultant; or
(D) interfere withemploy, or attempt to interfere withalienate, business relationships (whether formed beforesolicit or employ, on or after the date of this Agreement) between the Company or any of its affiliates and customersthe Company's present employees, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything former employees subject to the contrary in this Agreementforegoing or similar non-competition provision, Executive may, directly customers or indirectly own, solely as an investment, securities of any Person engaged in the persons doing business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During g. If any court shall determine that the Restricted Periodduration, Executive will not, directly scope or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the geographical restrictions contained in this Section 9 to be reasonableherein are unenforceable, if a final judicial determination it is made by a court the intention of competent jurisdiction the parties that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement non-competition provision set forth herein shall not thereby be rendered void terminated but shall be deemed amended to apply as the extent required to such maximum time render it valid and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication.
h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of competent jurisdiction finds the Company's legitimate business interests and that any restriction contained violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys' fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement.
i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement is unenforceableand that their terms fairly and reasonably balance my right to earn a living and the Company's need and right to protect its good will, competitive advantage, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinconfidential information.
Appears in 2 contracts
Sources: Non Compete Agreement (D&e Communications Inc), Non Compete Agreement (D&e Communications Inc)
Non-Competition. a. (a) The Executive acknowledges covenants and recognizes agrees with the highly competitive nature of the businesses Company that, while he is an employee of the Company or any Affiliate thereof and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive two years thereafter he will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompany, Executive will not either directly or indirectly:
(Ai) engage in solicit any business that manufactures contractors, customers or distributes wire distributors of the Company or cable in competition any Affiliate thereof or endeavor to entice away from the Company or any Affiliate thereof any such Person or otherwise interfere with the relationship between such Person and the Company or any Affiliate thereof for the purposes of competing with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where Affiliate thereof;
(ii) endeavor to entice away from the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter any Affiliate thereof any person who is employed by the employ of, or render any services to, any Person (Company or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest inAffiliate thereof, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantinterfere in any way with the employer/employee relations between any such employee and the Company or any Affiliate thereof; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything offer employment to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of any Affiliate thereof at the date of Executive’s termination of employment with upon which the Company or who left the employment Executive ceases to be an employee of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany Affiliate thereof.
(vb) During The Executive covenants and agrees with the Restricted PeriodCompany and each Affiliate thereof that (i) while he is an employee of the Company or any Affiliate thereof he shall not directly or indirectly compete in any manner against the Company or any of its Affiliates and (ii) and for a period of two years following the date he ceases such employment for whatever reason, Executive he will not, directly or indirectly, solicit in any manner whatsoever, including either individually or encourage in partnership or jointly or in conjunction with any other Person, as principal, agent, shareholder, employee or in any other manner whatsoever, carry on or be engaged in or concerned with or interested in or lend money to, guarantee the debts or obligations of or permit his name to cease be used by a Competitive Business (as defined below).
(c) For the purposes of this Section 9, a "Competitive Business" shall -------------------- mean any business relating to work with or involving (A) the ownership (as a principal business) and/or the construction and/or operation of any submarine cable system which is located or is to be located between (1) Bermuda and the United States of America, (2) Bermuda and South America, (3) the United States of America and South America or (4) any two or more countries or continents if the Company or any Affiliate thereof is constructing, owning and/or operating or is to construct, own and/or operate any submarine cable system between any such countries or continents during the Executive's employment hereunder or (B) telecommunication services (including electronic commerce) in Bermuda.
(d) The foregoing covenants are given by the Executive acknowledging that he has specific knowledge of the affairs of the Company and its affiliates any consultant then under contract with Affiliates.
(e) The Executive acknowledges and agrees that the nature of the Confidential Information to which he will have access during his employment by the Company or its affiliatesany Affiliate thereof would make it difficult, if not impossible, for him to perform in a similar capacity for a Competitive Business without disclosing or utilizing the Confidential Information and that if he were to perform in a similar capacity for a Competitive Business it would be inevitable that he would disclose and/or use Confidential Information.
b. It is expressly understood (f) The Executive acknowledges that violations of the provisions of Section 6 or 9 will cause immediate and agreed that although Executive and irreparable harm to the Company, entitling the Company consider to an injunction in or by a court of competent jurisdiction or arbitration in addition to any other remedies the Company may have at law or in equity, including recovery of reasonable attorneys' fees and costs incurred by the Company in enforcing the provisions of Section 6 or 9. In the event that any covenant contained in Section 9 or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement. The Executive hereby acknowledges and agrees that all restrictions contained in this Section 9 are reasonable and valid and all defenses to be reasonable, if a final judicial determination is made the strict enforcement thereof by a court of competent jurisdiction that the time or territory or any other restriction contained Company and are hereby waived by him.
(g) Nothing in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but Section 9 shall be deemed amended to apply as to prevent or prohibit the Executive from making investments in his personal capacity unless such maximum time and territory and to such maximum extent as such court investments are of a type that may judicially determine conflict with the efficient performance of his duties or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of with any of his obligations to the other restrictions Company or any Affiliate thereof; provided further that nothing contained hereinherein shall preclude the -------- Executive from purchasing or owning equity interests in any Person engaged in a Competitive Business whose shares are traded on a recognized stock exchange or over-the-counter market, so long as the Executive's holdings therein do not exceed five percent (5%) of the issued and outstanding capital of the Person in question.
(h) The Executive acknowledges and agrees that he has received good and valuable consideration in exchange for his covenants and obligations under this Agreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Globenet Communications Group LTD), Executive Employment Agreement (Globenet Communications Group LTD)
Non-Competition. a. Executive acknowledges (a) During the Employment Term and recognizes for a period of two years thereafter, Employee will not, unless acting pursuant hereto or with the highly competitive nature prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during the Employment Term or on the date Employee's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is competitive to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during the Employment Term or on the date Employee's employment terminates, as applicable. It is recognized by Employee that the business of the Company and its affiliates and accordingly Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. In addition, Employee agrees as follows:
(i) During the Employment Term andthat he will not, for a period of twelve months following two years after the date Executive ceases to be employed by expiration or termination of the Company for any reason (Employee's employment with the “Restricted Period”)Company, Executive will notunless such termination follows a Change of Control, as defined below, without the prior written consent of the Company, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, employ, whether as an individual, partner, shareholderemployee, officer, director, principal, agent, trustee consultant or consultant; or
(D) interfere withindependent contractor, or attempt to interfere withsolicit the employment of, business relationships (whether formed beforeany managerial or higher level person who is or at any time during the previous twelve months was an employee, on representative, officer or after the date director of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of the Company or its affiliates; or
(B) hire 1934, provided that such ownership represents a passive investment and that neither Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 2 contracts
Sources: Employment Agreement (Maritrans Inc /De/), Employment Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges (a) During the term of this Agreement and recognizes for one year thereafter (subject to clause (b) of this Section 8, the highly competitive nature "Restricted Period"), the Employee shall not, without the written consent of the businesses of the Company and its affiliates and accordingly agrees as follows:Company, directly or indirectly,
(i) During become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any of the Employment Term and, for a period of twelve months following jurisdictions in which the date Executive ceases Company's business is conducted and which is competitive with the business in which the Company is engaged or plans to be employed engaged at the time Employees' employment by the Company for any reason ceased; provided, however, that nothing contained herein will prevent Employee from owning less than five percent (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business 5%) of any client class of equity or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, debt securities of any Person engaged in the business of the Company or its affiliates which are publicly traded listed on a national or regional stock securities exchange or on the traded in any established over-the-counter market if Executive (a) securities market, so long as such involvement with the issuer of any such securities is not a controlling person of, or a member solely that of a group which controls, such person and passive investor;
(bii) does not, directly for your own account or indirectly, own 5% or more for the account of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf other person or on behalf of or in conjunction with any Person, directly or indirectly:
entity (A) solicit interfere with the Company's relationship with any of its suppliers, customers, representatives or encourage agents or (B) transact any employee business with any customer or supplier of the Company which transacts or its affiliates to leave the employment of has transacted business with the Company or its affiliatesat any time during the term of this Agreement; or
(Biii) hire employ or otherwise engage, or solicit, entice or induce on behalf of yourself or any such employee other person or entity, the services, retention or employment of any person who was employed by has been an employee, sales representative, consultant to or agent of the Company or its affiliates as within one year of the date of Executive’s such offer or solicitation.
(b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year beyond the termination of the Employee's employment with only if the Company or who left shall pay to the Employee with respect to such period an amount equal to the annual compensation otherwise provided for hereunder with respect to the immediately preceding year during the term hereof. This Section 8(b) shall be of no effect, and the Employee shall be subject to the restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Company terminates its employment of the Company Employee for cause (as defined in Section 9(a) hereof) or its affiliates coincident with, or within one year prior to or after, if the termination Employee terminates his employment hereunder in the absence of Executive’s employment with a breach hereof by the Company.
(vc) During The parties hereto intend that the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions covenants contained in this Section 9 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be reasonableenforced in such proceeding shall, if a final judicial determination is made by a court for the purpose of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executivesuch proceeding, be deemed eliminated from the provisions of this Agreement shall not Section 8.
(d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be rendered void but inadequate and that the Company shall be deemed amended entitled to apply as specific performance or any other mode of injunctive and/or other equitable relief to such maximum time and territory and to such maximum extent as such enforce its rights hereunder or any other relief a court may judicially determine might award without the necessity of showing any actual damage or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect irreparable harm or the enforceability posting of any bond or furnishing of the other restrictions contained hereinsecurity.
Appears in 2 contracts
Sources: Employment Agreement (Mikes Original Inc), Employment Agreement (Mikes Original Inc)
Non-Competition. a. (a) The Executive acknowledges agrees that he will not at any time during the Term of Employment or thereafter disclose or use any confidential information of a proprietary nature relating to the Company or any Affiliate, and recognizes their respective businesses, which information shall have been obtained by the highly competitive nature Executive during the Executive's employment by the Company or any Affiliate. For this purpose, "confidential information of a proprietary nature" shall include pricing policies, technical processes, formulae, inventions, research projects or other information regarding the businesses financial and business affairs of the Company and its affiliates and accordingly agrees as follows:
or any Affiliate that at the time in question have not been disclosed to the public or within the relevant trade or industry. Notwithstanding the foregoing provisions of this Section 17, the Executive may disclose or use any such information (i) as such disclosure or use may be required or appropriate in the course of his employment with the Company, (ii) when required by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction, or (iii) with the prior written consent of the Company.
(b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter and computer files containing information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate of the Company has given written consent to removal at the time of the termination of the Executive's employment and his personal rolodex, personal files, phone book and similar items.
(c) During the Term of Employment Term and, and for a period of twelve months two years following the date termination of his employment, the Executive ceases to be employed shall not, other than in the course of performing his duties hereunder during the Term of Employment or as agreed by the Company for any reason (the “Restricted Period”)in writing, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “"Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business", directly or indirectly, as an individual, partner, shareholder, director, officer, director, principal, agent, trustee or employee, trustee, consultant; or
(D) interfere with, or attempt to interfere within any other relationship or capacity, business relationships (whether formed before, on or after the date of this Agreement) between in any geographic location in which the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors Affiliates is engaged in business. The Executive shall not be deemed to be in violation of the Company or its affiliates.
this Section 17(c) from (iiii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly ownhis acquiring, solely as an investment, up to five percent (5%) of the outstanding equity securities (measured by value) of any Person engaged in entity, (ii) his becoming a consultant, advisor and/or agent to any entity providing consulting, investing or other services to any Competitor, so long as the business of the Company Executive does not render services or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does notadvice, directly or indirectly, own 5% to any Competitor or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee Affiliate of the Company Competitor or its affiliates (iii) his becoming affiliated with an entity which is not a Competitor which is subsequently acquired by or merged with a Competitor; provided that following such acquisition or merger, his duties do not involve any responsibilities with regard to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the CompanyCompetitive Business.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Employment Agreement (Gillette Co), Employment Agreement (Gillette Co)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature In consideration of the businesses benefits of this Agreement to each Stockholder and as a material inducement to the Company BCC Parties to enter into this Agreement and its affiliates pay to the Stockholders at Closing the Merger Consideration, each Escrow Stockholder hereby covenants and accordingly agrees as follows:
that, commencing on the Closing Date and ending (ia) During one year from the termination of employment under the Employment Term and, for a period of twelve months following the date Executive ceases Agreement to be employed by executed at Closing, as to ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or (b) two years from termination of employment under the Company for any reason (the “Restricted Period”)Employment Agreement to be executed at Closing, Executive will as to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, such Escrow Stockholder shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any personand such Escrow Stockholder shall cause his Associates, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will Affiliates and representatives not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individualproprietor, partner, shareholderstockholder, director, executive, officer, directoremployee, principalconsultant, agentjoint venturer, trustee investor or consultant; or
(D) interfere within any other capacity, engage in, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely manage, operate or control, or participate in the ownership, management, operation or control, of any entity which engages in any business activity which is similar to or in competition with the business of Surviving Corporation, BCC Parties and their Affiliates; provided, however, the foregoing shall not prohibit (a) an Escrow Stockholder, his Associates, Affiliates and representatives from purchasing and holding as an investment, investment not more than 3% of any class of publicly traded securities of any Person engaged entity which conducts a business in competition with the business of the Company BCC Parties, so long as such Escrow Stockholder, his Associates, Affiliates and representatives do not participate in any way in the management, operation or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofcontrol of such entity, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ from accepting employment during the period of any class of securities of such Person.
(iv) During non-competition as long as he obtains the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee written permission and authorization of the Company or its affiliates to leave the employment Board of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as Directors of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the CompanyBCC.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Merger and Acquisition Agreement (Smith Michael R), Plan of Reorganization, Merger and Acquisition Agreement (Billing Concepts Corp)
Non-Competition. a. Executive acknowledges (a) During his employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clients, suppliers, partners, members whether existing at the date hereof or investors of the Company or its affiliates.acquired during Employee's
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 2 contracts
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/), Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes The Consultant shall not, during the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”) from the date hereof until the later of one year after the termination of her consulting arrangement with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Consultant and other parties set forth on the signatory page thereto (the “APA”), Executive will not, ):
i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether on Executive’s own behalf through a debt or on behalf of or equity instrument) in conjunction with any person, firm, partnership, joint venturecorporation, association, corporation association or other business organization, entity (including the Company) which engages or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting plans to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures facet of the Business or distributes wire which competes or cable in competition with the Company or its affiliates plans to compete in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between way with the Company or any of its affiliates and customerssubsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), clientsterritory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, suppliersOwned Real Estate, partnersReal Property and/or Leased Premises (as defined in the APA), members (B) be employed by or investors serve as an Consultant, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its affiliates.
subsidiaries or Affiliates within the Territory, or (iiiC) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities utilize her special knowledge of any Person engaged in the business of the Company and her relationships with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its affiliates which subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Consultant from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are publicly traded registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on a any United States national or regional stock securities exchange or are quoted on the over-the-counter market if Executive (a) National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Consultant is not a controlling person of, or a member of a group any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Consultant acknowledges and agrees that the covenants provided for in this Section are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Consultant further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which controlsinclude its interests in protecting the Company’s (i) valuable confidential business information, such person (ii) substantial relationships with customers, and (biii) does customer goodwill associated with the ongoing Business. Consultant hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any successors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced.
ii) The Consultant shall not, directly or indirectly, own 5% for herself or more of for any class of securities of such Person.
other person, firm, corporation, partnership, association or other entity (iv) During including the Restricted PeriodCompany), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company Company’s Consultants or its affiliates to leave employees employed in the employment of the Company or its affiliates; or
Business, (B) hire call on or solicit any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company actual customers or who left the employment clients of the Company Business, nor shall she make known the names and addresses of such customers or its affiliates coincident with, or within one year prior any information relating in any manner to or after, the termination of Executive’s employment with the Company.
’s trade or business relationships with such customers, (vC) During the Restricted Period, Executive will notin any manner, directly or indirectly, solicit attempt to seek to cause any entity to refrain from dealing or encourage to cease to work doing business with the Company or its affiliates assist any consultant then under contract with the Company entity in doing so or its affiliatesattempting to do so or (D) employ any Consultants of Company.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 2 contracts
Sources: Consulting Agreement (Colony Bankcorp Inc), Consulting Agreement (Colonial Commercial Corp)
Non-Competition. a. Executive acknowledges (a) The Sellers and recognizes each Selling Stockholder covenant and agree that on and after the highly competitive nature Closing until the fifth anniversary of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason Closing Date (the “Restricted Period”), Executive will neither of the Sellers nor any Selling Stockholder shall, and shall cause its respective affiliates to not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)engage, directly or indirectly solicit indirectly, in the ownership, management, operation or assist in soliciting control of, or be connected as an officer, director, employee, stockholder, consultant, advisor, partner, or otherwise, whether or not compensated for any of the foregoing with, any business similar to, or in competition with the Company (directly or its affiliatesindirectly) with, the wire or cable business of any client or prospective client:
the development and manufacture of edible films manufactured from water soluble and water insoluble polymers with other soluble, digestible ingredients including, but not limited to, for the purpose of packaging applications, and for food, cosmetic, pharmaceutical and consumer dosing applications anywhere in the World (A) with whom Executive had personal contact or dealings on behalf the “Geographic Area”). Ownership of stock of not more than 2% of the Company or its affiliates during the one year period preceding Executive’s termination outstanding stock of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf any other publicly traded company shall not, in and of the Company or its affiliates during the one year period immediately preceding Executive’s termination itself, be a violation of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employmentthis Section 5.12.
(iib) During the Restricted Period, Executive will not directly neither the Sellers, any Selling Stockholder nor their respective affiliates shall (i) solicit, employ, retain as a consultant, interfere with or indirectly:attempt to entice away from the Buyer or the Business, any individual who is, has agreed to be or within one year of such solicitation, employment, retention, interference or enticement has been, employed or retained by the Buyer, its affiliates or any successor to any of the foregoing, or (ii) engage or participate in any effort or act to induce any customers, suppliers, associates, or independent contractors of the Buyer, the Business, its affiliates or any successor to any of the foregoing to cease doing business or their association or employment with the Buyer, the Business, its affiliates or any successor to the foregoing.
(Ac) engage in The Restricted Period shall be tolled with respect to (i) the Sellers, any business that manufactures or distributes wire or cable in competition with Selling Stockholder and their respective affiliates during any period of violation of this covenant not to compete by either Seller and during any other period required for litigation during which the Company Buyer seeks to enforce this covenant against any of the Seller, the Selling Stockholders or its affiliates in and (ii) as to any geographical area that is within 100 miles Selling Stockholder and their respective affiliates, during any period of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date violation of this Agreement) between covenant not to compete by such Selling Stockholder and during any other period required for litigation during which the Company Buyer seeks to enforce this covenant against such Selling Stockholder or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its his affiliates.
(iiid) Notwithstanding anything to In the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of event that any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions covenants contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but 5.12 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if determined by any court of competent jurisdiction finds to be unenforceable by reason of its extending for too long a period of time or over too large a Geographical Area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. The Sellers and the Selling Stockholders acknowledge that any restriction both the five-year length of time and the geographic scope are considered by them to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business.
(e) The restrictive covenants contained in this Agreement is unenforceableSection 5.12 are each covenants independent of any other provision of this Agreement, and such restriction cannot be amended so as the existence of any claim which the Sellers may allege against any other party to make it enforceablethis Agreement, such finding whether based on this Agreement or otherwise, shall not affect prevent the enforceability enforcement of these covenants. The Sellers and the Selling Stockholders acknowledge that the Buyer is purchasing the goodwill of the Business and the covenants contained in this Section 5.12 are essential to the protection of the Buyer’s investment in the Business and that the Buyer would not purchase the Business but for these covenants. The Sellers and the Selling Stockholders agree that a breach by any of the Sellers of this Section 5.12 shall cause irreparable harm to the Buyer and the Business and that the Buyer’s remedies at law for any breach or threat of breach of the provisions of this Section 5.12 shall be inadequate, and that Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Section 5.12 and to enforce specifically the terms and provisions hereof, in addition to any other restrictions contained hereinremedy to which the Buyer may be entitled at law.
Appears in 1 contract
Non-Competition. a. Executive acknowledges (a) During his employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross transportation revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clientswhether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, suppliers, partners, members solicit or investors attempt to hire any then employee of the Company Employer or of any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of During Employee’s employment with the Company or any of its Affiliates and its affiliates and accordingly agrees thereafter, as follows:
applicable, during (i) During the Post-Employment Term andPayment Period or, for a if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period of twelve months following the date Executive ceases to be employed by effectiveness of the Company Company’s termination of Employee for any reason (the “Restricted Period”)Cause or Employee’s termination of his employment hereunder, Executive Employee will not, whether on Executive’s in any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, for his own behalf account or on behalf for the benefit of or in conjunction with any natural person, firmcorporation, partnership, trust, estate, joint venture, sole proprietorship, association, corporation cooperative or other business organizationentity (any of the foregoing, entity or enterprise whatsoever (a “Person”), directly establish, engage in, finance, advise, work for, or indirectly solicit or assist in soliciting be connected with, except as an employee of the Company, any business in competition with the Business of the Company or its affiliates, if such business competes with the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf Business of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage any Affiliate in any business that manufactures country, State, county, or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area municipality where the Company or its affiliates manufactures Affiliates conduct business, are preparing to conduct business or distributes wire have conducted business during Employee’s employment with the Company or cable any of its Affiliates (a “Competitive Business”);
. Notwithstanding the foregoing, (BA) enter the employ ofnothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, whether as an individualemployee, partner, shareholder, officer, director, principal, agentmember, trustee investor, consultant or consultant; or
otherwise) to or in respect of a business or entity (Dincluding, without limitation, an investment trust or investment partnership) interfere with, that provides investment services or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person is otherwise engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofinvesting capital for third parties, or a member of a group which controls, such person and (b) does not, directly any manager or indirectly, own 5% or more affiliate of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company foregoing (any such entity, manager or its affiliates affiliate hereafter called an “Investment Firm”), so long as Employee does not have personal, direct and material responsibilities for the day to leave the employment day operations of the Company any Competitive Business in which such Investment Firm has made or its affiliates; or
directed an investment and (B) hire this Section 7(b) shall not apply, and therefore Employee shall not be subject to any such employee who was employed covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or its affiliates as of following the date of ExecutiveTerm without Cause or (II) the Term has expired and Employee’s termination of employment with the Company or who left the employment of is terminated due to resignation by Employee at a time that the Company or its affiliates coincident with, or within one year prior does not have the right to or after, the termination of Executive’s employment with the Companyterminate Employee without Cause.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. The Executive acknowledges hereby agrees that, during the Term and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve (12) months following the date Executive ceases to be employed by the Company for any reason termination of his employment under this Agreement (the “Restricted Initial Non-Compete Period”), Executive he will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage and in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable way, (a “Competitive Business”);
(Ba) enter the employ ofown, or render any services tomanage, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest operate, control, be employed by, participate in, or otherwise become actively involved withbe connected in any manner with the ownership, management, operation or control of any Competitive Businessbusiness competing with the business of the Company, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(Db) interfere with, solicit on behalf of another or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between entice away from the Company (or any of its affiliates and customers, clients, suppliers, partners, members affiliate or investors subsidiary of the Company) (i) any project, financing or customer that the Company (or its affiliates.
any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) Notwithstanding anything to any prospective business opportunity that the contrary in this Agreement, Executive may, directly Company (or indirectly own, solely as an investment, securities of any Person engaged in the business affiliate or subsidiary of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (aCompany) is not a controlling person ofhas identified, or a member (c) for himself or another, hire, attempt to hire, or assist in or facilitate in any way the hiring of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company (or its affiliates to leave the employment any affiliate or subsidiary of the Company Company), or its affiliates; or
(B) hire any such employee who was employed by of any person, firm or other entity, the employees of which the Company (or its affiliates as any affiliate or subsidiary of the date of Executive’s termination of employment with the Company Company) has agreed not to hire or who left the employment endeavor to hire. The effective time of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in limitations imposed by this Section 9 13 shall be extended for the period of time equal to be reasonable, if a final judicial determination is made by any period of time during which the Executive acts in circumstances that a court of competent jurisdiction that finds to have violated the time terms of this Section 14. The Company may choose to extend this non-competition period for an additional twelve (12) months by giving written notice of such extension to Executive within sixty (60) days of the termination of his Employment. In consideration for this extension, Executive shall be entitled to receive a lump sum payment equal to the Severance Payment (the “Extended Non-Compete Payment”) upon the expiration of the Initial Non-Compete Period, regardless of whether the Executive was entitled to the Severance Payment under Section 12 of this Agreement. Because of the Executive’s knowledge of the Company’s business, in the event of the Executive’s actual or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, threatened breach of the provisions of this Agreement shall not be rendered void but Section 14, the Company shall be deemed amended entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 14 are necessary and reasonable to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceableprotect the Company in the conduct of its business. Alternatively, if any court of competent jurisdiction finds that If any restriction contained in this Agreement is unenforceableSection 14 shall be deemed to be invalid or unenforceable by reason of the extent, duration of geographic scope thereof, then the Company shall have the right to reduce such extent, duration, geographic scope of other provisions thereof, and in their reduced form such restriction cannot restrictions shall then be amended so as to make it enforceable, such finding shall not affect enforceable in the enforceability of any of the other restrictions contained hereinmanner contemplated hereby.
Appears in 1 contract
Sources: Employment Agreement (Telular Corp)
Non-Competition. a. The Executive acknowledges agrees that during the term of this Agreement and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one (1) year thereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will shall not, whether on Executive’s own behalf unless acting pursuant hereto or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination Board of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf Directors of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any PersonCompany, directly or indirectly:
(Aa) solicit business from or encourage perform services for, any employee persons, company or other entity which at any time during the Executive's employment by the Company is a client, customer of the Company or prospective customer of Company if such business or services are of the same general character as those engaged in or performed by the Company (as used herein, the term “prospective customer” shall mean any persons, company or other entity with which the Company had conducted sales or marketing activities within the prior six (6) months);
(b) solicit for employment or in any other fashion hire any of the senior management of the Company;
(c) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, Executive, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in the same or similar lines of business in which the Company and its affiliates subsidiaries are currently engaged or have an intention to leave enter into within a one (1) year period (the employment “Business”);
(d) use or permit his name to be used in connection with, any business or enterprise engaged in the Business; or
(e) use the name of the Company or its affiliatesany name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of such name after expiration of such period; or
(B) hire any such employee who was employed provided, however, that this provision shall not be-construed to prohibit the ownership by the Company or its affiliates as Executive of not more than 3% of any class of the date outstanding equity securities of Executive’s termination of employment with the Company or who left the employment any corporation which is engaged in any of the Company or its affiliates coincident with, or within one year prior foregoing businesses having a class of securities registered pursuant to or after, the termination Securities Exchange Act of Executive’s employment with 1934. In the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed event that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not Section should ever be rendered void but adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed amended reformed in such jurisdiction to apply as to such the maximum time and territory and to such maximum extent as such court may judicially determine time, geographic, service or indicate to be enforceable. Alternatively, if any court product limitations permitted by applicable law.
(f) The provisions of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding Section 7 shall not affect survive the enforceability termination of any of the other restrictions contained hereinthis Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Hawk Systems, Inc.)
Non-Competition. a. Executive acknowledges A. During the term of this Agreement and recognizes for a period of six (6) months after the highly competitive nature termination of this Agreement for any reason (or for such a lesser period of time as may be determined by a court of law or equity to be a reasonable limitation on Executive), unless the Company is in material default of the businesses provisions of Section 9 hereof, as applicable, Executive shall not do the Company and its affiliates and accordingly agrees as followsfollowing:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessSolicit, directly or indirectly, as an individual, partner, shareholder, officer, any director, principal, agent, trustee officer or consultant; or
employee of the Company (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date for purposes of this Agreement) between Section 5, the Company term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any of its affiliates and customers, clients, suppliers, partners, members or investors of holding company related to the Company or its affiliates.
(iiiparent and any subsidiaries thereto) Notwithstanding anything to discontinue that individual’s status of employment with the contrary Company, nor to become employed in this Agreement, Executive may, directly any activity similar to or indirectly own, solely as an investment, securities of any Person engaged in competitive with the business of the Company being conducted at the time of termination of this Agreement within the territories in which the Company conducts its business operations;
(ii) Solicit or its affiliates which are publicly traded on a national cause or regional stock exchange authorize, directly or indirectly to be solicited, for or on behalf of Executive or any third party, from others who are customers of the over-the-counter market if Executive Company or active prospects, any business which is competitive with the Company within the territories in which the Company conducts its business operations;
(aiii) is not a controlling person of, Enter into or a member of a group which controls, such person and (b) does notengage, directly or indirectly, own 5% or more of in any class of securities of such Person.business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations;
(iv) During the Restricted PeriodSolicit, Executive will notrequest, whether on Executive’s own behalf advise, or on behalf of induce any current or in conjunction with any Personpotential customer, directly supplier, or indirectly:
(A) solicit or encourage any employee other business contact of the Company to cancel, curtail, or otherwise adversely change its affiliates to leave relationship with the employment of Company;
(v) Promote or assist, financially or otherwise, any person or entity engaged in any business that directly competes with the business conducted by the Company or within the territories in which the Company conducts its affiliatesbusiness operations; or
(Bvi) hire Engage in or invest in, own, manage, operate, finance, control, consult with or participate in the ownership, management, operation, financing or control of, be employed by, associated with, or in any such employee who was employed manner connected with, lend Executive’s name to or render services or advice to any business that directly competes with the business conducted by the Company or its affiliates as of within the date of Executive’s termination of employment with territories in which the Company or who left the employment of the Company or conducts its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companybusiness operations.
(v) During the Restricted Period, B. Nothing herein shall prohibit Executive will not, directly from holding shares or indirectly, solicit stock or encourage to cease to work with the Company warrants or its affiliates any consultant then under contract with the Company debentures in a company listed on a nationally or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonableinternationally recognized stock exchange, if Executive owns no more than five percent (5%) of such company’s shares entitled to vote at a final judicial determination is made by a court meeting of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits shareholders.
Appears in 1 contract
Sources: Executive Employment Agreement (Compellent Technologies Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of During Employee’s employment with the Company or any of its Affiliates and its affiliates and accordingly agrees thereafter, as follows:
applicable, during (i) During the Post-Employment Term andPayment Period or, for a if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period of twelve months following the date Executive ceases to be employed by effectiveness of the Company Company’s termination of Employee for any reason (the “Restricted Period”)Cause or Employee’s termination of her employment hereunder, Executive Employee will not, whether on Executive’s in any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, for her own behalf account or on behalf for the benefit of or in conjunction with any natural person, firmcorporation, partnership, trust, estate, joint venture, sole proprietorship, association, corporation cooperative or other business organizationentity (any of the foregoing, entity or enterprise whatsoever (a “Person”), establish, engage in, finance, advise, work for, or be connected with, except as an employee of the Company, any business directly or indirectly solicit or assist in soliciting in competition with the Business of the Company or its affiliates, if such business competes with the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf Business of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage any Affiliate in any business that manufactures country, State, county, or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area municipality where the Company or its affiliates manufactures Affiliates conduct business, are preparing to conduct business or distributes wire have conducted business during Employee’s employment with the Company or cable any of its Affiliates (a “Competitive Business”);
. Notwithstanding the foregoing, (BA) enter the employ ofnothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, whether as an individualemployee, partner, shareholder, officer, director, principal, agentmember, trustee investor, consultant or consultant; or
otherwise) to or in respect of a business or entity (Dincluding, without limitation, an investment trust or investment partnership) interfere with, that provides investment services or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person is otherwise engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofinvesting capital for third parties, or a member of a group which controls, such person and (b) does not, directly any manager or indirectly, own 5% or more affiliate of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company foregoing (any such entity, manager or its affiliates affiliate hereafter called an “Investment Firm”) or that provides legal or accounting services, so long as Employee does not have personal, direct and material responsibilities for the day to leave the employment day operations of the Company any Competitive Business in which such Investment Firm has made or its affiliates; or
directed an investment, (B) hire this Section 7(b) shall not apply, and therefore Employee shall not be subject to any such employee who was employed covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or its affiliates as of following the date of ExecutiveTerm without Cause or (II) the Term has expired and Employee’s termination of employment with the Company or who left the employment of is terminated due to resignation by Employee at a time that the Company or its affiliates coincident with, or within one year prior has no basis to or after, the termination of Executive’s employment terminate Employee with the Company.
Cause and (vC) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained nothing in this Section 9 to be reasonable, if a final judicial determination is made by a court 7(b) shall preclude Employee from passive ownership of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability outstanding voting securities of any of company other than the other restrictions contained hereinCompany and its subsidiaries and joint ventures which is engaged in a Competitive Business.
Appears in 1 contract
Non-Competition. a. Executive acknowledges As an inducement for Purchaser to enter into the Merger Agreement and recognizes as additional consideration for the highly competitive nature consideration to be provided to Employee under the Merger Agreement, Employee agrees that:
(a) For a period of five (5) years after the businesses of the Company and its affiliates and accordingly agrees as followsClosing:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive Employee will not, directly or indirectly, solicit engage or encourage invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be retained by, associated with, lend credit to, or render services or advice to, any business whose products or activities materially compete with the services, products or activities of Purchaser or its Affiliates, in any states in which the Company presently does, or presently intends to do business, or any states contiguous to such states; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
(ii) Employee will not directly or indirectly, (A) induce or attempt to induce any employee of or consultant to Purchaser or its Affiliates to leave the employ of Purchaser or its Affiliates, (B) in any way interfere with any relationship between Purchaser or its Affiliates and any employee of Purchaser or its Affiliates, (C) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of Purchaser or its Affiliates, or (D) induce or attempt to induce any customer, supplier, licensee, or business relation of the Company to cease to work doing business with Purchaser or its Affiliates, or in anyway interfere with the Company relationship between any customer, supplier, licensee, or business relation of Purchaser or its affiliates Affiliates;
(b) In the event of a breach by Employee of any consultant then under contract with covenant set forth in Subsection 4(a) of this Agreement, the Company term of such covenant will be extended by the period of the duration of such breach; and
(c) Employee will not, at any time during or after the five (5) year period, knowingly disparage Purchaser or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonableAffiliates, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinits Representatives.
Appears in 1 contract
Non-Competition. a. Executive acknowledges The Company and recognizes the highly competitive nature Participant have agreed that as an essential inducement for and in consideration of this Letter Agreement and the Company’s agreement to provide the benefits set forth in the Policy when and as herein described, the Participant hereby agrees, except with the express prior written discretionary consent of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andCompany, that for a period of twelve months following three (3) years after a Qualifying Termination during the date Executive ceases to be employed by the Company for any reason Termination Period (the “Restricted Restrictive Period”), Executive the Participant will notnot directly or indirectly in any manner compete with the business of the Company by directly or indirectly owning, whether on Executive’s own behalf managing, operating, controlling, financing, or on behalf by directly or indirectly serving as an employee, officer or director of or in conjunction with consultant to (i) any industrial or mixed office/industrial (but not pure office) REIT or real estate operating company (a “Peer Group Member”) or (ii) any other person, firm, partnership, joint venturecorporation, association, corporation trust or other business organizationentity (including, entity or enterprise whatsoever (“Person”but not limited to, Peer Group Members), directly public or indirectly solicit private, which, as a material component of its business (other than for its own use as an owner or assist in soliciting in competition with the Company or its affiliatesuser), the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest invests in, or otherwise become actively involved withprovides capital to, industrial warehouse facilities and properties similar to the Company’s investments and holdings, in each case, (A) in any Competitive Business, directly geographic market or indirectly, territory in which the Company owns properties or has an office either as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after of the date hereof or as of this Agreementthe Date of Termination of the Participant’s employment; or (B) between in any market in which an acquisition or other investment by the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors affiliate of the Company is pending or its affiliates.
(iii) Notwithstanding anything to the contrary proposed in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates written plan as of the date Date of Executive’s termination of employment Termination, whether or not embodied in any formalized, written legal document. The Participant will not be considered to have violated this Section 2 if the Participant becomes employed, engaged or associated in any capacity with an organization that competes with the Company so long as the Participant does not participate in any manner whatsoever in the management or who left the employment operations of the Company or its affiliates coincident with, or within one year prior to or after, the termination part of Executive’s employment with the Companysuch organization that so competes.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In view of the businesses unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business or profession of the Company or any of the Companies, and its affiliates and accordingly agrees as follows:
(iii) During the Employment Term and, for a period of twelve months following the date Executive one year after he ceases to be employed by the Company for under this Agreement as a result of Employee's voluntary action (not including an election pursuant to subsection 11(a)(3) or any reason (termination by the “Restricted Period”Company of this Agreement without cause), Executive or pursuant to subsection 11(a)(1) hereof, he will not, whether on Executive’s own behalf not compete with or on behalf of be engaged in the same business as or in conjunction with Participate In any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates organization which during the such one year period preceding Executive’s termination of employment;
(B) competes with whom employees reporting to Executive have had personal contact or dealings on behalf of is engaged in the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any same business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members the Companies with respect to any product or investors service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of the Company or its affiliates.
such cessation except that (iii) Notwithstanding anything to in each case the contrary in provisions of this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business Section 7 will not be deemed breached merely because Employee owns not more than 2% of the Company or outstanding common stock of a Company, if, at the time of its affiliates which are publicly traded acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or regional stock exchange or on is regularly traded in the over-the-counter market if Executive (a) is not a controlling person of, or by a member of a group which controls, such person and national securities exchange or (bii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or Employee is involved in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment some capacity with the Company or who left New York Islanders professional hockey franchise in the employment National Hockey League, provided that such involvement will not materially interfere with the Employee's fulfillment of the Company or its affiliates coincident with, or within one year prior to or after, the termination his responsibilities as Chief Executive Officer and President of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Employment Agreement (Worldwide Entertainment & Sports Corp)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During his employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)one year thereafter, Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between enterprise engaged in by the Company or any of its affiliates and customersAffiliates, clients, suppliers, partners, members or investors of either during his employment by the Company or its affiliates.
on the Termination Date, as applicable, in the geographic area comprising the Company's franchised service territory (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in "Geographic Area"). It is recognized by Employee that the business of the Company and its Affiliates and Employee's connection therewith is or its affiliates which are publicly traded will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on a national or regional stock exchange or on the overthis non-the-counter market if Executive (a) is competition covenant would not a controlling person of, or a member of a group which controls, such person and (b) does be appropriate. Employee also shall not, directly or indirectly, own 5% during such one year period (a) solicit or more attempt to convert any account or customer of the Company or its Affiliates existing on the Termination Date to another supplier, or (b) following Employee's employment, solicit or attempt to hire any then employee of the Company or its Affiliates.
(b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Employment Agreement (York Water Co)
Non-Competition. a. Executive acknowledges and recognizes (a) The Employee hereby agrees that for the highly competitive nature duration of the businesses of Employee's employment with the Company and its affiliates and accordingly agrees as follows:
(i) During Company, the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCompany, directly or indirectly, as an individualengage or invest in, partnerown, shareholdermanage, officeroperate, directorfinance, principalcontrol or participate in the ownership, agentmanagement, trustee operation, financing or consultant; or
(D) interfere control of, be employed by, associated with, or attempt to interfere in any manner connected with, lend the Employee's name to, lend the Employee's credit to or render services or advice to, any business relationships (whether formed beforewhose products or activities compete in whole or in part with the former, on current or after the date currently contemplated products or activities of this Agreement) between the Company or any of its affiliates and customerssubsidiaries, clients, suppliers, partners, members or investors of in any country in which the Company or any of its affiliates.
subsidiaries conducts business; provided, however, that the Employee may purchase or otherwise acquire up to (iiibut not more than) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such Personenterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
(ivb) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf The Employee hereby agrees that for a period of or in conjunction with any Person, directly or indirectly:
two (A2) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, years following the termination of Executive’s the Employee's employment with the Company.
(v) During , the Restricted Period, Executive Employee will not, directly or indirectly, solicit engage or encourage invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend the Employee's name to, lend the Employee's credit to cease to work or render services or advice to, any business whose products or activities compete in whole or in part with the former, current or currently contemplated products or activities of the Company or any of its affiliates subsidiaries, in any consultant then under contract with state of the United States or in any other country in which the Company or any of its affiliatessubsidiaries sells products or conducts business; provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) one percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope.
b. It is expressly understood and agreed that although Executive and (c) In the Company consider event of a breach by the restrictions contained Employee of any covenant set forth in this Section 9 to 15, the term of such covenant will be reasonableextended by the period of the duration of such breach.
(d) For a period of two (2) years following the termination of the Employee's employment with the Company, if a final judicial determination is made by a court the Employee will, within ten days after accepting any employment, advise the Company of competent jurisdiction the identity of any employer of the Employee. The Company may serve notice upon each such employer that the time or territory or any other restriction contained in Employee is bound by this Agreement is an unenforceable restriction against Executive, the provisions and furnish each such employer with a copy of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinrelevant portions hereof.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature In consideration of Purchaser's consummation of the businesses of the Company transactions contemplated by this Agreement, and its affiliates as a material inducement to Purchaser to enter into this Agreement, each Stockholder covenants and accordingly agrees as follows:
(ia) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the For one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Periodafter Closing, Executive no Stockholder will not directly or indirectly:
(A) engage at any time, in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businesscapacity, directly or indirectly, as own an individualequity interest, partnerdirectly or indirectly, shareholderin a Competing Organization. "Competing Organization" will include any Person, officerorganization, directorbusiness or other enterprise (i) located or doing business anywhere in the world (the "Geographic Area"), principaland (ii) then engaged in or about to become engaged in, agent, trustee a business identical to or consultant; orsimilar to the business of IPVOICE or NETSCO.
(Db) interfere withDuring the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, no Stockholder will at any time in any capacity, directly or indirectly, (i) induce or attempt to induce any employee (ii) induce or attempt to induce any supplier, licensee, licensor, franchisee, or other business relation of either Purchaser or any of its affiliates to cease doing business with them or in any way interfere with, business relationships (whether formed before, on or after with the date of this Agreement) relationship between the Company either Purchaser or any of its affiliates and customersany of their respective customers or business relations, clients, suppliers, partners, members or investors (iii) solicit the business of the Company any then existing customer of Purchaser or any of its affiliates.
(iiic) Notwithstanding anything to If, at the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities time of enforcement of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofprovisions of this section, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction holds that the time restrictions stated in this section are unreasonable under the circumstances then existing or territory are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of Geographic Area or scope of activity, or any other restriction contained reason, the parties agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances will be substituted for the stated period, scope or area.
(d) Without limiting any of Purchaser's rights under this Agreement, the parties hereto acknowledge that Purchaser will be entitled to enforce its rights under this Section 6.9 specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provisions of this section and to exercise all other rights existing in its favor. The parties acknowledge and agree that the breach of any term or provision of this Agreement is section by any Stockholder will materially and irreparably harm Purchaser, that money damages will accordingly not be an unenforceable restriction against Executive, adequate remedy for any breach of the provisions of this Agreement shall not be rendered void but shall be deemed amended section by any Stockholder and that Purchaser in its sole discretion and in addition to any other remedies it may have at law or in equity may apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of law or equity of competent jurisdiction finds that (without posting any restriction contained bond or deposit) for specific performance and/or other injunctive relief in this Agreement is unenforceable, and such restriction cannot be amended so as order to make it enforceable, such finding shall not affect the enforceability of enforce or prevent any violations of the other restrictions contained hereinprovisions of this section.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for For a period of twelve months following one year hereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between enterprise engaged in a geographic area in which the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of is operating either during his employment by the Company or on the date his employment terminated, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, or competitive to, a business from which the Company or any of its affiliates.
(iii) Notwithstanding anything to affiliates derive at least five percent of its respective gross revenues either during his employment by the contrary in this AgreementCompany or on the date his employment terminated, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in applicable. It is recognized by the Employee that the business of the Company or and its affiliates which is, and the Employee's connection therewith was, involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. The Employee also shall not, directly or indirectly, own 5% during such one-year period (a) solicit or more divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates.
b. The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: General Release and Separation Agreement (Maritrans Inc /De/)
Non-Competition. a. 7.1 The Executive acknowledges that he will be entrusted with detailed confidential information and recognizes trade secrets concerning the highly competitive nature present and contemplated techniques and modes of merchandising evolved and used in connection with the Business and concerning the customers and clients of the businesses Business, their names, addresses and requirements and concerning employees of the Company Business, the disclosure of any of which detailed confidential information and its affiliates trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Executive further acknowledges and accordingly agrees that the right to maintain confidential such detailed confidential information and trade secrets constitutes a proprietary right which the Corporation is entitled to protect. Accordingly, the Executive covenants and agrees with the Corporation:
(a) that he will not, except with the prior written consent of the Corporation or in the course of his employment for the purposes of the Business, at any time during his employment with the Corporation or during the period of two years from the date of any termination of his employment, disclose any of such detailed confidential information and trade secrets with respect to the Business to any person or use the same for any purposes other than those of the Corporation;
(b) that he will not, except with the prior written consent of the Corporation, at any time during his employment with the Corporation or during the period of two years from the date of any termination of his employment, either individually or in partnership or jointly or in conjunction with any person as followsprincipal, agent, shareholder, creditor, employee, partner or in any other manner whatsoever carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in or concerned with or interested in any business directly competitive with the Business or any portion of the Business, anywhere in any country of the world in which the Business or any portion of the Business is carried on or is proposed to be carried on at any time during his employment with the Corporation; and
(c) that he will not, except with the prior written consent of the Corporation, at any time during his employment with the Corporation or at any time during the period of two years from the date of any termination of his employment:
(i) During the Employment Term andcontact, for the purpose of solicitation in connection with a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)similar business, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist governmental agency who is a customer of the Corporation in soliciting in competition connection with the Company or its affiliates, the wire or cable business Business at such date of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employmenttermination; or
(Cii) contact any employee or executive of the Corporation employed by the Corporation at such date of termination in connection with the Business for whom Executive had direct the purpose of offering him or indirect responsibility during her employment with any person other than the one-year period immediately preceding Executive’s termination of employmentCorporation.
7.2 If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision and subclauses (a), (b) and (c) and paragraphs (i) and (ii) During of subclause (c) of clause 7.1 hereof are declared to be separate and distinct covenants. The Executive hereby agrees that all restrictions in clause 7.1 are reasonable and valid and all defences to the Restricted Period, strict enforcement thereof by the Corporation are hereby waived by the Executive. The Executive will not directly or indirectly:
(A) engage in any business acknowledges that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles a violation of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not clause 7.1 will result in immediate and irreparable damage to the Corporation and agrees that in the event of such violation the Corporation shall, in addition to any other right to relief, be rendered void but shall be deemed amended entitled to apply as to such maximum time and territory equitable relief by way of temporary or permanent injunction and to such maximum extent other relief as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, may deem just and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinproper.
Appears in 1 contract
Sources: Employment Agreement (Imax Corp)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature A. In consideration of the businesses premises of the Company and its affiliates and accordingly this Agreement, Executive agrees as follows:
(i) During the Employment Term andthat, for a period the term of twelve months following the date Executive ceases to be employed by the Company for any reason this Agreement and until and including December 31, 2006 (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does shall not, directly or indirectly, for his own 5% account or more for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise, participate in the promotion, financing, ownership, operation or management of, or assist in or carry on through a proprietorship, corporation, partnership, limited liability company or other form of business entity or otherwise, any class business or business endeavor in the areas of securities oil field services or products as set forth in Exhibit “A” hereof, which is attached hereto and for all purposes made a part hereof, which Exhibit is acknowledged to be an excerpt from Varco’s most recent SEC Form 10-K filing (the “Business”), within the United States of such PersonAmerica, the State of California, any of the counties in the State of California, Canada or any of the provinces in Canada (the “Restricted Territory”). The Business shall also include any future products or services, which are described in a future SEC Form 10-K of Varco which is filed while Executive is serving as a director of Varco.
(iv) During B. In consideration of the premises of this Agreement, the Executive agrees that during the Restricted Period, the Executive will shall not, whether on Executive’s for his own behalf account or on behalf for the account of any other person (excluding Varco), (i) solicit or contact in conjunction an effort to do business with any Personperson who was a customer of Varco during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is in competition with the Business, (ii) solicit or induce any Varco employees to leave their employment with Varco or accept employment with anyone else, if such solicitation or inducement is in competition with Varco (iii) interfere in a similar manner with the Business or (iv) disparage the Company, its products, business or management either directly or indirectly:
(A) solicit , whether orally, in print or encourage otherwise. Nothing herein shall prohibit or preclude the Executive from performing any employee other types of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire services that are not precluded by Section 8A for any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyother person.
C. Executive has carefully read and considered the provisions of this Section 8 and, having done so, agrees that the restrictions set forth in this Section 8 (v) During including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of Varco, its officers, directors, employees, creditors, partners and affiliates. Executive will not, directly or indirectly, solicit or encourage to cease to work with acknowledges that (x) the Company or business of Varco and its affiliates is international in scope, (y) its products and services are marketed throughout the Restricted Territory, and (z) Varco and its affiliates compete with other businesses that are or could be located in any consultant then under contract with part of the Company Restricted Territory. In the event that any court determines that the duration or its affiliates.
b. It the geographic scope, or both, are unreasonable and that such provision is expressly understood to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and agreed effect for the greatest time period and in the greatest area that although would not render it unenforceable. Executive and the Company consider understands that the restrictions contained in this Section 9 8 may limit his ability to be reasonableengage in a business similar to Varco’s business, if a final judicial determination is made by a court of competent jurisdiction but acknowledges that the time or territory or any he will receive sufficiently high remuneration and other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended benefits from Varco hereunder to apply as to justify such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinrestrictions.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees So long as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employee is employed by TCI, and such employment has not been terminated, Employee agrees to devote his full working time, attention and energies to the Company performance of his assigned duties, and Employee shall not, directly or indirectly, alone or as a member of any partnership, or as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not for any reason (the “Restricted Period”profit organizations), Executive be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to or contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b.
b. Employee also agrees that he will not, whether on Executive’s own behalf so long as he is an employee or on behalf officer of TCI or in conjunction with any personof its subsidiaries, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Severance/Consulting Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individualowner, partner, shareholderjoint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, principallicensor or in any capacity whatsoever, agentengage or become financially interested in, trustee be employed by, or consultant; or
(D) interfere have any connection with, or attempt to interfere with, any business relationships (whether formed before, on or after the date of this Agreement) between the Company competing with TCI or any of its affiliates and customerssubsidiaries, clientsin any geographic area where the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, suppliersprovided, partnershowever, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, that Employee may own any securities of any Person public corporation which is engaged in the such business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is but in an amount not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more to exceed at any one time one percent of any class of stock or securities of such Personcompany.
(iv) During c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Restricted term of this Agreement or during the Severance/Consulting Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive he will not, directly or indirectly, solicit participate in any effort to develop, manufacture or encourage market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to cease develop or are under development).
d. In addition to work the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any employee, consultant or independent contractor of the Company, or (2) any customer, potential customer, or partner of the Company, to sever or modify their relationship with the Company or its affiliates in any consultant then under contract with the Company or its affiliatesrespect.
b. It is e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly understood and agreed that although Executive contingent upon Employee's continued compliance with this Section 6 and the Company consider Inventions Agreement during the restrictions contained Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that 6 or the time or territory or Inventions Agreement in any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinrespect.
Appears in 1 contract
Non-Competition. a. (a) The Executive acknowledges covenants and recognizes agrees with the highly competitive nature of the businesses Company that, while he is an employee of the Company or any Affiliate thereof and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive two years thereafter he will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted PeriodCompany, Executive will not either directly or indirectly:
(Ai) engage in solicit any business that manufactures contractors, customers or distributes wire distributors of the Company or cable in competition any Affiliate thereof or endeavor to entice away from the Company or any Affiliate thereof any such Person or otherwise interfere with the relationship between such Person and the Company or any Affiliate thereof for the purposes of competing with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where Affiliate thereof;
(ii) endeavor to entice away from the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter any Affiliate thereof any person who is employed by the employ of, or render any services to, any Person (Company or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest inAffiliate thereof, or otherwise become actively involved with, any Competitive Business, either directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultantinterfere in any way with the employer/employee relations between any such employee and the Company or any Affiliate thereof; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything offer employment to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of any Affiliate thereof at the date of Executive’s termination of employment with upon which the Company or who left the employment Executive ceases to be an employee of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany Affiliate thereof.
(vb) During The Executive covenants and agrees with the Restricted PeriodCompany and each Affiliate thereof that (i) while he is an employee of the Company or any Affiliate thereof he shall not directly or indirectly compete in any manner against the Company or any of its Affiliates and (ii) and for a period of two years following the date he ceases such employment for whatever reason, Executive he will not, directly or indirectly, solicit in any manner whatsoever, including either individually or encourage in partnership or jointly or in conjunction with any other Person, as principal, agent, shareholder, employee or in any other manner whatsoever, carry on or be engaged in or concerned with or interested in or lend money to, guarantee the debts or obligations of or permit his name to cease be used by a Competitive Business (as defined below).
(c) For the purposes of this Section 9, a "Competitive Business" shall mean any business relating to work with or involving (A) the ownership (as a principal business) and/or the construction and/or operation of any submarine cable system which is located or is to be located between (1) Bermuda and the United States of America, (2) Bermuda and South America, (3) the United States of America and South America or (4) any two or more countries or continents if the Company or its affiliates any consultant then under contract with Affiliate thereof is constructing, owning and/or operating or is to construct, own and/or operate any submarine cable system between any such countries or continents during the Company Executive's employment hereunder or its affiliates(B) telecommunication services (including electronic commerce) in Bermuda.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Executive Employment Agreement (Globenet Communications Group LTD)
Non-Competition. a. (a) The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees that he shall not, so long as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to he shall be employed by the Company for Corporation in any reason capacity (the “Restricted Period”whether pursuant to this Agreement or otherwise), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf express written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCorporation, directly or indirectly, as an individualown, partnermanage, shareholderoperate, officercontrol or participate in the ownership, directormanagement, principaloperation or control or be employed by or connected in any manner with any business, agent, trustee firm or consultant; or
(D) interfere with, or attempt to interfere with, corporation which is engaged in any business relationships (whether formed before, on or after activity competitive with the date Business of this Agreement) between the Company Corporation or any of its affiliates and customerssubsidiary, clients, suppliers, partners, members affiliate or investors division of the Company or its affiliatesCorporation (as defined in Section 10(e) below).
(iiib) Notwithstanding anything The Executive agrees that for a period of twenty four (24) months commencing on the effective date of the termination of his employment, whether such termination is pursuant to the contrary in terms of this AgreementAgreement or otherwise, Executive mayhe shall not, without the express written consent of the Corporation, directly or indirectly indirectly, own, solely as an investmentmanage, securities of operate, control, or participate in the ownership, management, operation or control, or be employed by any Person business, firm or corporation which is engaged in any business activity competitive with the business Business of the Company Corporation or its affiliates which are publicly traded on a national any subsidiary, affiliate, or regional stock exchange or division of the Corporation (as defined in Section 10(e) below).
(c) During the term of this Agreement and for twenty four (24) months commencing on the over-the-counter market if effective date of the termination of his employment, whether such termination is pursuant to the term of this Agreement or otherwise, the Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does shall not, directly or indirectly, own 5% solicit, divert or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of take away in whole or in conjunction with part any Person, customers or prospective customers of the Corporation who were solicited or serviced directly or indirectly:
indirectly by Executive or by anyone directly or indirectly under Executive's supervision or with whom Executive had any business relationship within the two (A2) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year period prior to or after, the termination of Executive’s 's employment. The Executive also agrees that during such period, he will not directly or indirectly attempt to recruit or solicit or aid in the recruitment or solicitation of any person who at the time of such recruitment or solicitation (or within the six month period prior thereto) is or was an employee, independent contractor or consultant of the Corporation to terminate his or her employment or relationship with the CompanyCorporation for the purpose of working for the Executive, any competitor of the Corporation or any other entity; nor shall Executive employ any such employee, independent contractor or consultant.
(vd) During Anything to the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executivecontrary herein notwithstanding, the provisions of this Agreement section shall not be rendered void but deemed violated by the purchase and/or ownership by the Executive of shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) the lesser of (i) 1% or less of the outstanding shares of any such class of equity securities of any issuer whose securities are listed on a national securities exchange or traded on NASDAQ, the National Quotation Bureau Incorporated or any similar organization or (ii) securities having a market value of less than $100,000 at the time of purchase; provided, however, that the Executive shall not be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine otherwise connected with or indicate to be enforceable. Alternatively, if any court active in the business of competent jurisdiction finds that any restriction contained the issuers described in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any subsection 10(d). (e) "Business of the other restrictions contained hereinCorporation" shall mean any business in which the Corporation and its subsidiaries, affiliates and divisions are actively engaged, or are actively or demonstrably planning to engage in, during the period of the Executive's employment (whether pursuant to this Agreement or otherwise) and at the time of termination thereof.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofEach Seller covenants and agrees that on and after the Closing Date, or a member and until the twenty-four (24)-month anniversary of a group which controlsthe Closing Date (the "Restricted Period"), such person Seller shall not, and (b) does shall cause their respective Affiliates to not, directly or indirectly, own 5% individually or more for or with any Person (whether as a consultant, employee, equity or debt holder, officer, director, or otherwise), develop, operate, lease, license, construct, manage, market, or acquire any interest in, any wireless or broadcast communications tower or site within two (2) miles of any class Tower Asset (other than the communications tower sites owned by Affiliates and identified in Section 5.12 of securities of such Person.
(iv) the Disclosure Schedule). During the Restricted Period, Executive will notno Seller nor their respective Affiliates shall (i) solicit, employ, retain as a consultant, interfere with or attempt to entice away from Purchaser, any individual who is, has agreed to be or within twelve (12) months of such solicitation, employment, retention, interference or enticement has been, employed or retained by Purchaser, its Affiliates or any successor to any of the foregoing or (ii) engage or participate in any effort or act to induce any customers, suppliers, Associates or independent contractors of Purchaser, its Affiliates or any successor to any of the foregoing to cease doing business or their association or employment with Purchaser, its Affiliates or any successor to the foregoing. The Restricted Period shall be tolled with respect to Sellers and their respective Affiliates during any period of violation of this covenant not to compete by any of them and during any other period required for litigation during which Purchaser seeks to enforce this covenant against any of Sellers or any of their Affiliates. In the event that any of the covenants contained in this Section 5.12 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. Each Seller acknowledges that both the twenty-four (24)-month length of time and the geographic scope set forth in this Section 5.12 are considered by it to be reasonable given the nature of the business of the Business and are necessary to the protection of the Business. The restrictive covenants contained in this Section 5.12 are each covenants independent of any other provision of this Agreement, and the existence of any Claim which any of Sellers may allege against any other party to this Agreement, whether based on Executive’s own behalf this Agreement or on behalf otherwise, shall not prevent the enforcement of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee these covenants. Each Seller acknowledges that Purchaser is purchasing the goodwill of the Company and the Business and the covenants contained in this Section 5.12 are essential to the protection of Purchaser's investment in the Company and the Business and that Purchaser would not purchase the Business but for these covenants. Each Seller agrees that a breach by any of Sellers of this Section 5.12 shall cause irreparable harm to Purchaser and the Business and that Purchaser's remedies at Law for any breach or its affiliates to leave the employment threat of breach of the Company provisions of this Section 5.12 shall be inadequate, and that Purchaser shall be entitled to an injunction or its affiliates; or
(B) hire injunctions to prevent breaches of this Section 5.12 and to enforce specifically the terms and provisions hereof, in addition to any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior other remedy to or after, the termination of Executive’s employment with the Companywhich Purchaser may be entitled at Law.
(vb) During Each Seller covenants and agrees that during the Restricted Period, Executive will such Seller shall not, and shall cause its Affiliates to not, directly or indirectly, individually or for or with any Person (whether as a consultant, employee, equity or debt holder, officer, director, or otherwise), option, purchase, contract to purchase or otherwise solicit or encourage to cease purchase, any Land which is subject to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory Ground Lease or any other restriction contained in this Agreement appurtenant easement rights created under a Ground Lease. In the event any Seller is an unenforceable restriction against Executiveoffered the right to purchase any Land during the Restricted Period, such Seller shall submit the provisions of this Agreement offer to Purchaser so that Purchaser shall not be rendered void but shall be deemed amended have the right to apply acquire the subject Land at the same price and on the same terms and conditions as offered to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinSeller.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Global Signal Inc)
Non-Competition. a. Executive acknowledges (a) During her employment by the Company and recognizes for a period of one year thereafter, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee during such one-year period (a) solicit or consultant; or
(D) interfere withdivert business from, or attempt to interfere withconvert any client, business relationships (whether formed before, on account or after the date customer of this Agreement) between the Company or any of its affiliates and customersaffiliates, clientswhether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, supplierssolicit, partners, members hire or investors attempt to hire any then employee of the Company Employer or of any of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising her rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges (a) During his employment by the Company and recognizes for a period of one year after a Termination following a Change of Control, the highly competitive nature Employee will not, unless acting with the prior written consent of the businesses Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in Pennsylvania, (the "Geographic Area") in any business that is competitive to or a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues during his employment by the Company. It is recognized by the Employee that the business of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andEmployee's connection therewith is or will be involved in activity throughout the Geographic Area, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether and that more limited geographical limitations on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the onethis non-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will Competition covenant are therefore not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. The Employee also shall not, directly or indirectly, own during such one-year period following Employee's employment, solicit, hire or attempt to hire any then employee of the Company or of any of its affiliates.
(b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Employee nor any such employee who was employed by the Company or its affiliates as group of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withpersons including Employee in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Employment Agreement (Uni Marts Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) 6.1 During the Employment Term and, and for a three (3) year period of twelve months following the date Executive ceases to be employed the employment of Employee by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customershas ended (whether or not such employment is pursuant to this Agreement), clientsEmployee will not, suppliersunless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, partnersdirectly or indirectly, members own, manage, operate, control, finance or investors participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, partner, principal or otherwise with any business or enterprise engaged within any portion of the United States in any business in which the Company was engaged at the date of termination of Employee's employment by the Company or its affiliates.
(iii) Notwithstanding anything at any time for one year prior to or after termination of employment with the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in Company. It is recognized by Employee that the business of the Company and Employee's connection therewith is or its affiliates which will be involved in internet auction site activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non-solicitation covenant set forth in Section 7 hereof are publicly traded on a national or regional stock exchange or on therefore not appropriate.
6.2 The foregoing restrictions shall not be construed to prohibit the over-the-counter market if Executive ownership by Employee of not more than five percent (a5%) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment foregoing businesses, provided that such ownership represents a passive investment and that neither Employee nor any group of the Company or its affiliates; or
(B) hire persons including Employee in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a security owner, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During his employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve six (6) months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)thereafter, Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessManagers, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control, or be connected as an individual, partner, shareholder, officer, director, manager, member, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, (i) any business or attempt to interfere withenterprise that competes with the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships in any business or enterprise that contributes more than ten percent (10%) of the BPL Entities’ or any of their Subsidiaries’ or Affiliates’ or the Partnerships’ revenue, business relationships (whether formed before, on or after the date of this Agreement) between either during his employment by the Company or on the Termination Date, as applicable, in any state in which such business or enterprise is so operated (whether or not such business is physically located within those areas) (the “Geographic Area”), or (ii) in any business or enterprise that is a customer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships if the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships derive at least five percent of its affiliates and customers, clients, suppliers, partners, members or investors of respective gross revenues either during his employment by the Company or its affiliates.
(iii) Notwithstanding anything to on the contrary in this AgreementTermination Date, Executive mayas applicable, directly or indirectly own, solely as an investment, securities of any Person engaged in from such customer. It is recognized by Employee that the business of the Company BPL Entities or its affiliates which any of their Subsidiaries and Affiliates and the Partnerships and Employee’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. Employee also shall not, directly or indirectly, own during such six (6) month period (i) solicit or divert business from, or attempt to convert any client, account or customer of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships, whether existing at the date hereof or acquired during Employee’s employment nor (ii) following Employee’s employment, solicit or attempt to hire any then employee of the BPL Entities or any of their Subsidiaries or Affiliates or the Partnerships. This non-competition provision will not apply, and will have no force or effect, in the event Employee’s employment is terminated by the Company within one (1) year of the date hereof for any reason other than Cause.
(b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Employee nor any group of the Company or its affiliates; or
(B) hire persons including Employee in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During his employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one year thereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere withenterprise in competition with Maritrans Inc., business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates Affiliates and customersengaged in a geographic area in which Maritrans Inc., clients, suppliers, partners, members or investors of the Company or any of its affiliates.
Affiliates is operating (iiii) Notwithstanding anything to on the contrary date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date. The Employee recognizes that the Company presently operates on the East Coast of the United States and at all ports in this Agreementthe Gulf of Mexico (whether or not such business is physically located within those areas) (the “Geographic Area”). “Competition” includes any business that is a customer of, Executive maycompetitive to, directly or indirectly ownin a business segment from which Maritrans Inc., solely the Company or any of its Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as an investment, securities of any Person engaged in applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its Affiliates and the Employee’s connection therewith is or its affiliates which will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. The Employee also shall not, directly or indirectly, own 5% or more of any class of securities of during such Person.
one-year period (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(Aa) solicit or encourage divert business from, or attempt to convert any employee client, account or customer of Maritrans Inc., the Company or any of its affiliates Affiliates, whether existing at the date hereof or acquired during Employee’s employment nor (b) following Employee’s employment, solicit, hire or attempt to leave the employment of the Company or its affiliates; or
(B) hire any such then employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory Maritrans Inc or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintheir Affiliates.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. At all times while the Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be is employed by the Company and for a one (1) year period after the termination of the Executive's employment with the Company for any reason (reason, the “Restricted Period”), Executive will shall not, whether on Executive’s own behalf directly or on behalf of indirectly, engage in or have any interest in conjunction with any person, firmsole proprietorship, partnership, joint venture, association, corporation or business or any other business organizationperson or entity (whether as an employee, entity officer, director, partner, agent, security holder, creditor, consultant or enterprise whatsoever (“Person”), otherwise) that directly or indirectly solicit (or assist in soliciting through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its affiliatesservices (for this purpose, any business that engages in the wire retail or cable wholesale automotive parts and accessories business shall be deemed to be in competition with the Company); provided that such provision shall not apply to the Executive's ownership of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf Common Stock of the Company or its affiliates during the one year period preceding acquisition by the Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, of securities of any Person engaged in the business issuer that is registered under Section 12(b) or 12(g) of the Company Securities Exchange Act of 1934, as amended, and that are listed or its affiliates which are publicly traded admitted for trading on a any United States national or regional stock securities exchange or that are quoted on the over-the-counter market if National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive (a) is does not control, acquire a controlling person of, interest in or become a member of a group which controlsexercises direct or indirect control or, such person and (b) does not, directly or indirectly, own 5% or more than five percent of any class of securities capital stock of such Person.
(iv) corporation. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date term of Executive’s termination of 's employment relationship with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or afterCompany, the termination geographical limitation of Executive’s employment with the Company.
a fifty (v50) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions mile radius contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement above shall not be rendered void but applicable, and Executive shall be deemed amended to apply as to prohibited from such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any ownership and/or activity regardless of the geographical location of such other restrictions contained hereinbusiness.
Appears in 1 contract
Sources: Employment Agreement (Automotive One Parts Stores Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In consideration of the businesses of Investor entering into the Company transactions contemplated by the Preferred Shares Purchase Agreement and performing its affiliates and accordingly obligations thereunder, each Shareholder (each a “Covenanter”) severally but not jointly hereby agrees as followsthat:
(i) During the Employment Term and, for a period from the Service Termination Date to and including the second anniversary of twelve months following the date Executive ceases to be employed by the Company for any reason Service Termination Date (the “Restricted Non-compete Period”), Executive will each Covenanter shall not, whether on Executive’s own behalf and shall procure that each of his or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)her Affiliates do not, directly or indirectly solicit indirectly, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, investor, agent, representative or assist otherwise), consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise engage in soliciting or provide assistance to any Competing Business in competition with the PRC, Hong Kong and any other country in which the Company or its affiliatesSubsidiaries engage in business; provided, however, nothing in this Section 4 shall prohibit such Covenanter from being passive owners of not more than one percent (1%) of the wire or cable outstanding shares of any corporation which is publicly traded, so long as such Covenanter has no active participation in the business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employmentsuch corporation.
(ii) During the Restricted Non-compete Period, Executive will not such Covenanter shall not, directly or indirectly:
indirectly through another entity, (A) engage in induce or attempt to induce any business that manufactures or distributes wire or cable in competition with employee of the Company or any of its affiliates in any geographical area that is within 100 miles Subsidiaries to leave the employ of any geographical area where the Company or any of its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofSubsidiaries, or render in any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) way interfere with, or attempt to interfere with, business relationships (whether formed before, on or after with the date of this Agreement) relationship between the Company or any of its affiliates Subsidiaries and customersany of its employees, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iiiB) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as hire any person who was an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or any of its affiliates Subsidiaries within one hundred and eighty (180) days prior to leave the employment time such employee is hired by such covenanter or such entity, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its affiliates; or
(B) hire Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such employee who was employed customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries) or (D) directly or indirectly acquire or attempt to acquire an interest in any Competing Business or any business with which the Company or any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its affiliates as Subsidiaries (regardless of whether such business is a Competing Business); provided that none of the date foregoing shall apply with respect to or limit any Covenanter in the performance of Executive’s termination of employment with the Company his or who left the employment her duties as an executive or employee of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany Subsidiary thereof.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Series a Convertible Preferred Shares Purchase Agreement (China BCT Pharmacy Group, Inc.)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, and for a period of twelve months one year following the date Executive ceases to be employed that the Executive's employment with CSS is terminated by the Company for any reason (the “Restricted Period”)either party, Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf Committee of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCSS Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit his name to be used in connection with, any business or attempt to interfere withenterprise engaged within any portion of North America and any other country where CSS may do business during the Employment Term (collectively, business relationships the "Territory") (whether formed beforeor not such business is physically located within the Territory) that is engaged in the creation, on design, manufacture, distribution or after the date sale of this Agreement) between the Company seasonal social expression products to mass market retailers or any of other business in which CSS or its affiliates may be engaged during the Employment Term (the "Business"). It is recognized by the Executive that the Business and customersthe Executive's connection therewith is or will be involved in activity throughout the Territory, clients, suppliers, partners, members or investors of and that more limited geographical limitations on this non-competition covenant (and the Company or its affiliatesnon-solicitation covenant set forth in Paragraph 5 hereof) are therefore not appropriate.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own The foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Act of 1933, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Executive nor any such employee who was employed by group of persons including the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withExecutive in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes (A) If FirstMerit satisfies the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(iconditions set forth in Section 12.3(B) During the Employment Term andbelow, then, for a period after termination or expiration of twelve months following this Agreement equal to twenty four (24) months, regardless of whether such termination is by FirstMerit with or without Cause or the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf with or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliateswithout Good Reason, the wire Executive shall not (except as an officer, director, employee, agent or cable business consultant of any client or prospective client:
(AFirstMerit) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, own, manage, operate, join, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire have a financial interest in, control or otherwise become actively involved withparticipate in the ownership, any Competitive Businessmanagement, directly operation or indirectlycontrol of, or be employed as an individualemployee, partner, shareholder, officer, director, principal, agent, trustee agent or consultant; or
(D) interfere , or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or attempt to interfere with, be otherwise connected in any manner with any business relationships (whether formed before, on or after the date of this Agreement) between the Company enterprise that is actively engaged in any business which is in competition with FirstMerit or any of its subsidiaries or affiliates and customers, clients, suppliers, partners, members in any geographic area in which FirstMerit or investors any of its subsidiaries or affiliates does business on the Company or its affiliates.
Termination Date; PROVIDED that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than one percent (iii1%) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, of any class of securities of any Person corporation which is engaged in the business any of the Company or its affiliates foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on a any national or regional stock exchange or on in the over-the-counter market if market, PROVIDED, FURTHER, that such ownership represents a passive investment and that neither the Executive (a) is not a controlling person ofnor any group of persons including the Executive in any way, or a member of a group which controls, such person and (b) does not, either directly or indirectly, own 5% manages or more exercises control of any class such corporation, guarantees any of securities of such Person.
(iv) During the Restricted Periodits financial obligations, Executive will nototherwise takes part in its business other than exercising his rights as a shareholder, whether on Executive’s own behalf or on behalf of or in conjunction with seeks to do any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; orforegoing.
(B) hire any such employee who was employed by the Company or its affiliates as In consideration of the date Executive's covenants as contained in Section 12.3(A), FirstMerit shall pay or provide the items set forth below in the event of the Executive’s 's termination of employment, provided that in the event that the Executive's employment with is terminated by FirstMerit for Cause or voluntarily terminated by Executive, FirstMerit may elect to forego the Company or who left the employment benefit of the Company or its affiliates coincident with, or within one year prior to or after, the termination provisions of Executive’s employment with the Company.
(vSection 12.3(A) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates and not make any consultant then payment under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended Section 12.3(B) by written notice delivered to apply as to such maximum the Executive at the time and territory and to such maximum extent as such court may judicially determine notice of termination for Cause is given or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any within ten (10) calendar days of the other restrictions contained hereindate the Executive's voluntary resignation is effective.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of During Employee’s employment with the Company or any of its Affiliates and its affiliates and accordingly agrees thereafter, as follows:
applicable, during (i) During the Post-Employment Term andPayment Period or, for a if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period of twelve months following the date Executive ceases to be employed by effectiveness of the Company Company’s termination of Employee for any reason (the “Restricted Period”)Cause or Employee’s termination of his employment hereunder, Executive Employee will not, whether on Executive’s in any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, for his own behalf account or on behalf for the benefit of or in conjunction with any natural person, firmcorporation, partnership, trust, estate, joint venture, sole proprietorship, association, corporation cooperative or other business organizationentity (any of the foregoing, entity or enterprise whatsoever (a “Person”), directly establish, engage in, finance, advise, work for, or indirectly solicit or assist in soliciting be connected with, except as an employee of the Company, any business in competition with the Business of the Company or its affiliates, if such business competes with the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf Business of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage any Affiliate in any business that manufactures country, State, county, or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area municipality where the Company or its affiliates manufactures Affiliates conduct business, are preparing to conduct business or distributes wire have conducted business during Employee’s employment with the Company or cable any of its Affiliates (a “Competitive Business”);
. Notwithstanding the foregoing, (BA) enter the employ ofnothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, whether as an individualemployee, partner, shareholder, officer, director, principal, agentmember, trustee investor, consultant or consultant; or
otherwise) to or in respect of a business or entity (Dincluding, without limitation, an investment trust or investment partnership) interfere with, that provides investment services or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person is otherwise engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ofinvesting capital for third parties, or a member of a group which controls, such person and (b) does not, directly any manager or indirectly, own 5% or more affiliate of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company foregoing (any such entity, manager or its affiliates affiliate hereafter called an “Investment Firm”), so long as Employee does not have personal, direct and material responsibilities for the day to leave the employment day operations of the Company any Competitive Business in which such Investment Firm has made or its affiliates; or
directed an investment and (B) hire this Section 7(b) shall not apply, and therefore Employee shall not be subject to any such employee who was employed covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or its affiliates as of following the date of ExecutiveTerm without Cause or (II) the Term has expired and Employee’s termination of employment with the Company or who left the employment of is terminated due to resignation by Employee at a time that the Company or its affiliates coincident with, or within one year prior has no basis to or after, the termination of Executive’s employment terminate Employee with the CompanyCause.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) The Employee shall not without prior written consent of the businesses board of directors of the Company and its affiliates and accordingly agrees as follows:
(i) During Employer, which consent may be unreasonably withheld, during the Employment Term and, for a 12 month period of twelve months following the date Executive that the Employee ceases to be employed by an employee of the Company for any reason Employer or other termination of this Agreement (regardless of who initiated the “Restricted Period”termination and whether with or without cause), Executive will not, whether on Executive’s own behalf either individually or on behalf of in partnership or in conjunction in any way with any person -or persons, whether as principal, agent, consultant, shareholder, guarantor, creditor or in any other manner whatsoever,
I. solicit, interfere with or endeavor to entice away from the Employer or any of its respective affiliates or associates, accept any business from or the patronage of or render any service to, sell to or contract or attempt to contract with any person, firm, partnershipor corporation who was a client, joint venturecustomer or supplier of the Employer, association, corporation or other business organization, entity any of its respective affiliates or enterprise whatsoever (“Person”), directly associates or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or a prospective client:
(A) , customer or supplier of the Employer, or any of its respective affiliates or associates with whom Executive the Employer, or any of its respective affiliates or associates have or have had personal contact or dealings on behalf of the Company or its affiliates any dealing during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year 12 month period immediately preceding Executive’s the date upon which the Employee ceases to be an employee of the Employer,
II. offer employment to or endeavor to entice away from the Employer, or any of its respective affiliates or associates, any person employed by the Employer at the date of the termination of employment; this Agreement or interfere in any way with the employment relationship between such employee and the Employer, or
(C) for whom Executive had direct III. seek employment or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Periodbe employed by, Executive will not directly consult, engage in, carry on or indirectly:
(A) engage in otherwise be concerned with or have any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively advise, lend money to, guarantee the debts or obligations of, permit the Employee's name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business which primarily manufactures or sells Berea sandstone. For purposes of this agreements business will be primarily involved with, any Competitive Business, directly in the manufacture or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee sale of Berea sandstone if more than 50% of its sales result from the manufacture or consultant; orsale of Berea sandstone.
(Db) interfere withThe foregoing covenants are given by the Employee acknowledging that the Employee either has or will have specific knowledge of the affairs of the Employer and its business. Therefore, or attempt to interfere withthe Employee hereby acknowledges and agrees that all covenants, business relationships (whether formed before, on or after provisions and restrictions contained in Article 3 of this Agreement are reasonable and valid in the date circumstances of this Agreement) between , and all defenses to the Company or strict enforcement thereof by the Employer are hereby waived by the Employee. The Employee acknowledges and agrees that any of its affiliates and customers, clients, suppliers, partners, members or investors breach by the Employee of the Company covenants, provisions and restrictions contained in Article 3 of this Agreement during the term of employment hereunder shall constitute cause for termination. Notwithstanding anything herein to the contrary, the parties agree that nothing in 3.5(a)(iii) shall be deemed to restrict the Employee, following termination of this Agreement (regardless of the circumstances of such termination and regardless of who initiated same) from carrying on a business similar to the proprietorship carried on by the Employee under the name "Tyrr▇▇▇ ▇▇▇▇▇ ▇▇▇ign" as that business was carded on prior to February 7, 1996, so long as such business is not one which primarily manufactures or its affiliatessells Berea sandstone.
(iiic) Notwithstanding anything to The Employee further acknowledges and agrees that in the contrary event of a breach of the covenants, provisions and restrictions in Article 3 of this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged the Employer's remedy in the business form of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person monetary damages may be inadequate and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but Employer shall be deemed amended and is hereby authorized and entitled, in addition to all other rights and remedies available to the Employer, to apply as to such maximum time for and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if obtain from any court of competent jurisdiction finds interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach. The Employee also acknowledges that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any operation of the foregoing covenants may seriously constrain his freedom to seek other restrictions contained hereinremunerative employment.
Appears in 1 contract
Sources: Employment Agreement (American Stone Industries Inc)
Non-Competition. a. Executive acknowledges (a) During the Employment Term, the Employee will not engage in any activity competitive with or adverse to the Company's business or welfare, whether alone or as a principal, employee or consultant of or to any other person or entity.
(b) Upon termination of his employment, the Employee will return all Confidential Information and recognizes the highly competitive nature all product specifications, documentation, customer lists, and all other Company property and will not remove or retain any product specifications, documentation, customer lists, letters, papers or copies thereof or any other Confidential Information. All of the businesses above-described documents made available to the Employee by the Company or made or compiled by the Employee and all copies thereof are and shall remain the sole and exclusive property of the Company and its affiliates and accordingly agrees as follows:shall be delivered to the Company on the termination of the Employee's employment or at any other time upon request of the Company.
(ic) During Upon termination of his employment for any reason (other than for "good reason" or for termination "without cause" as set forth in (d) below), the Employment Term andEmployee will not, for a period of twelve months following after the date of termination:
(1) unless acting pursuant hereto or with the prior written consent of the Chief Executive ceases Officer of the Company, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be employed used in connection with, any business or enterprise engaged within any portion of the United States or Canada (whether or not such business is physically located within the United States or Canada) and any other country where the Company does business during the Employment Term (the "Territory") in any business whose products, services or activities compete, directly or indirectly, in whole or in part with the products, services or activities of the Company or its subsidiaries at the date of termination of Employee's employment by the Company or at any time within one year prior thereto. Without limiting the foregoing, the current products, services and activities of the Company shall be deemed to include, without limitation, (i) contract research and development services to the drug discovery community in the areas of molecular and cellular biology, protein biochemistry, bio-processing, high throughput screening and assay development and mouse genetics; (ii) research products including media and reagents for any reason culture of mouse embryos, murine embryonic stem cells and reagents, reagents for gene transfer and expression and cell culture media; and (iii) development of assays for the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf screening of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever G Protein-Coupled Receptors;
(“Person”), 2) directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of request any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf customer of the Company or to transfer its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of business from the Company to any other person or its affiliates during the one year period immediately preceding Executive’s termination of employmententity; or
(C3) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, indirectly induce or attempt to interfere with, business relationships (whether formed before, on influence any present or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any future employee of the Company to terminate his or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s her employment with the Company.
(vd) During In the Restricted Period, Executive will not, directly event Employee's employment is terminated for "good reason" or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained "without cause" as defined in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive11 herein, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court Section 10(c) will remain in effect for six (6) months after the date of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintermination.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature In consideration of Purchaser's consummation of the businesses of the Company transactions contemplated by this Agreement, and its affiliates as a material inducement to Purchaser to enter into this Agreement, each Stockholder covenants and accordingly agrees as follows:
(ia) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the For one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Periodafter Closing, Executive no Stockholder will not directly or indirectly:
(A) engage at any time, in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businesscapacity, directly or indirectly, as own an individualequity interest, partnerdirectly or indirectly, shareholderin a Competing Organization. "Competing Organization" will include any Person, officerorganization, directorbusiness or other enterprise (i) located or doing business anywhere in the world (the "Geographic Area"), principaland (ii) then engaged in or about to become engaged in, agent, trustee a business identical to or consultant; orsimilar to the business of RKM. It is expressly agreed by the parties that nothing herein shall prohibit a Stockholder from being employed in any capacity in a Competing Organization.
(Db) interfere withDuring the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, no Stockholder will at any time in any capacity, directly or indirectly, (i) induce or attempt to induce any employee (including leased employees) of Purchaser or any of its affiliates to leave their employ, or otherwise solicit the employment of any such employee of Purchaser or any of its affiliates, hire any such employee or in any way interfere with, business relationships (whether formed before, on or after with the date of this Agreement) relationship between the Company Purchaser or any of its affiliates and customersany of such employees, clients(ii) induce or attempt to induce any supplier, supplierslicensee, partnerslicensor, members franchisee, or investors other business relation of either Purchaser or any of its affiliates to cease doing business with them or in any way interfere with the Company relationship between either Purchaser or any of its affiliates and any of their respective customers or business relations, or (iii) solicit the business of any then existing customer of Purchaser or any of its affiliates.
(iiic) Notwithstanding anything to If, at the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities time of enforcement of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member provisions of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable6.9, if a final judicial determination is made by a court of competent jurisdiction holds that the time restrictions stated in Section 6.9 are unreasonable under the circumstances then existing or territory are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of Geographic Area or scope of activity, or any other restriction contained reason, the parties agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances will be substituted for the stated period, scope or area.
(d) Without limiting any of Purchaser's rights under this Agreement, the parties hereto acknowledge that Purchaser will be entitled to enforce its rights under this Section 6.9 specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provisions of this Section 6.9 and to exercise all other rights existing in its favor. The parties acknowledge and agree that the breach of any term or provision of this Agreement is Section 6.9 by any Stockholder will materially and irreparably harm Purchaser, that money damages will accordingly not be an unenforceable restriction against Executive, adequate remedy for any breach of the provisions of this Agreement shall not be rendered void but shall be deemed amended Section 6.9 by any Stockholder and that Purchaser in its sole discretion and in addition to any other remedies it may have at law or in equity may apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of law or equity of competent jurisdiction finds that (without posting any restriction contained bond or deposit) for specific performance and/or other injunctive relief in this Agreement is unenforceable, and such restriction cannot be amended so as order to make it enforceable, such finding shall not affect the enforceability of enforce or prevent any violations of the other restrictions contained hereinprovisions of this Section 6.9.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) At all times during his employment by the Company and its affiliates the Transition Term, and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve 12 months following thereafter, but in no event more than five years after the date Executive ceases to be employed by the Company for any reason Retirement Date (the “"Restricted Period”"), Executive will shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company Chairman or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf President of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCompany, directly or indirectly, (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, (ii) be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with, or attempt (iii) use or permit his name to interfere be used in connection with, (A) any business relationships (whether formed beforeor enterprise engaged in by the Company, on its subsidiaries or after affiliates, or the date of this Agreement) between Partnerships, either during his employment by the Company or the Transition Term, as applicable, in any of its affiliates and customersstate in which such business or enterprise is so operated (whether or not such business is physically located within those areas) (the "Geographic Area"), clients, suppliers, partners, members or investors (B) any customer of the Company Company, its subsidiaries or its affiliates.
(iii) Notwithstanding anything to , or the contrary in this AgreementPartnerships accounting for at least five percent of the respective gross revenues of the Company, such subsidiary, affiliate or Partnership during the fiscal year preceding the date Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in first commences activity with such customer. It is recognized by Executive that the business of the Company Company, its subsidiaries and affiliates, and the Partnerships, and Executive's connection therewith, involves activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restrictions shall not apply to (i) any activity in which Executive engages during the Restricted Period which is not an active business of the Company, its subsidiaries or its affiliates affiliates, or the Partnerships at the time Executive first commences such activity or (ii) to any Geographic Area which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, Geographic Area at the time Executive first commences such person and activity.
(b) does Executive also shall not, directly or indirectly, own during the Restricted Period, (i) solicit or divert business from, or attempt to divert any account or customer of the Company, its subsidiaries or affiliates, or the Partnerships, whether existing at the date hereof or at any time through the end of the Transition Term, to any competitor of the Company, its subsidiaries and affiliates, or the Partnerships, or (ii) solicit or attempt to hire any then employee of the Company, its subsidiaries or affiliates, or the Partnerships who was at a managerial or higher level.
(c) The foregoing restrictions shall not be construed to prohibit the ownership by Executive of less than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf any corporation or on behalf of or limited partnership which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Exchange Act, provided that such ownership represents a passive investment and that neither Executive nor any group of the Company or its affiliates; or
(B) hire persons including Executive in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation or limited partnership, guarantees any of its financial obligations, otherwise takes part in its business, other than exercising his rights as a shareholder or limited partner, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Transition and Retirement Agreement (Buckeye Partners L P)
Non-Competition. a. Executive acknowledges As a material inducement to Parent and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly Purchasers to enter into this Agreement, each Seller agrees as follows:
(ia) During the Employment Term and, for a period of twelve months following From the date Executive ceases to be employed by hereof until the Company for any reason fifth anniversary of the Closing Date (the “Restricted "Non-Competition Period”"), Executive such Seller will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or and will cause its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will Affiliates not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (engage or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businessparticipate, directly or indirectly, as an individualprincipal, partneragent, shareholderexecutive, director, proprietor, joint venturer, trustee, employee, employer, consultant, stockholder, partner or in any other capacity whatsoever, in the conduct or management of, or own any stock or any other equity investment in or debt of, any business that is competitive with any business conducted or proposed to be conducted by the Company as of the Closing Date, including any business involving outsourced professional staffing, permanent placement, executive search services or full service outsourcing but excluding passive investments of up to 2% of the common stock of any publicly traded company.
(b) During the Non-Competition Period, no Seller will, and each Seller will cause its Affiliates not to, for such Seller’s or Affiliate’s own benefit or for the benefit of any Person other than Purchasers, (i) solicit, or assist any Person to solicit, any officer, director, principalexecutive or employee of any Purchaser (or, agentprior to the Closing Date, trustee any Seller) to leave his or her employment (other than as contemplated by this Agreement with respect to the Transferred Employees), (ii) hire or cause to be hired any person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, a director, an executive or an employee of any Purchaser (or, prior to the Closing Date, any Seller), or (iii) engage any Person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, director, executive or employee of any Purchaser (or, prior to the Closing Date, any Seller) as a partner, contractor, sub-contractor or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iiic) Notwithstanding anything During the Non-Competition Period, no Seller will, and each Seller will cause its Affiliates not to, (i) solicit, or assist any Person other than any Purchaser to solicit, any Person that is a client or customer of any Purchaser (or, prior to the contrary in this AgreementClosing Date, Executive mayany Seller), directly or indirectly own, solely as an investment, securities has been a client or customer of any Person engaged in Purchaser (or, prior to the Closing Date, any Seller) during the prior twelve (12) months, to provide any services competitive wit those provided by any Purchaser (or, prior to the Closing Date, any Seller) or (ii) interfere with any of the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more relationships of any class of securities of such PersonPurchaser (or, prior to the Closing Date, any Seller).
(ivd) During Each Seller acknowledges that (i) the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed markets served by the Company or its affiliates as are North American in scope and are not dependent on the geographic location of the date executive personnel or the businesses by which they are employed; and (ii) the above covenants are manifestly reasonable on their face, and the parties expressly agree that such restrictions have been designed to be reasonable and no greater than is required for the protection of Executive’s termination of employment with the Company or who left the employment Purchaser and are a significant element of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyconsideration hereunder.
(ve) During If the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by judgment of a court of competent jurisdiction declares that any term or provision of this Section 9.4 is invalid or unenforceable, the parties agree that the time court making the determination of invalidity or territory unforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any other restriction contained in this Agreement invalid or unenforceable term or provision with a term or provision that is an valid and enforceable that comes closest to expressing the intention of the invalid or unenforceable restriction against Executiveterm or provision, the provisions of and this Agreement shall not be rendered void but shall be deemed amended to apply enforceable as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect modified after the enforceability of any expiration of the other restrictions contained hereintime within which the judgment may be appealed.
Appears in 1 contract
Non-Competition. a. Executive acknowledges As an inducement to the Company to enter into this Agreement with Employee and recognizes to employ Employee as its Vice President and General Manager, during the highly competitive nature Term of this Agreement and during the six month period that the Employee receives severance post-termination (either in the form of salary continuation payments or in a lump-sum payment), as provided under the terms and provisions of Sections 6(c) or 6(f), the Employee agrees that she shall not, anywhere in any county of any state in the United States and in any and all foreign countries, without the express written advance consent of the businesses President of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term andCompany, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf which consent he/she may grant or on behalf of or withhold in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businesshis/her sole discretion, directly or indirectly, either as an individualemployee, employer, trustee, consultant, agent, principal, partner, shareholder, corporate officer, director, principalcreditor, agentowner or shareholder or in any other individual or representative capacity, trustee promote, participate, invest or consultant; or
engage in any activity or other business competitive with the Company's business in the design, manufacture, development, distribution, marketing or sales of any products or services for the following market: the internet infrastructure for carrier networks. The sole exception to this restriction shall be that the Employee may make passive investments in a competitive enterprise the shares of which are publicly traded if such investment constitutes less than one percent of the outstanding capital stock or other interests in the equity of such enterprise. Without implied limitation, the foregoing covenant shall include: (Di) interfere with, the hiring or attempt attempting to interfere with, business relationships (whether formed before, on or after the date hire any employee of this Agreement) between the Company or any of its affiliates and customersaffiliates, clients, suppliers, partners, members (ii) encouraging or investors of inducing any such employee to terminate his or her relationship or employment with the Company or its affiliates.
any affiliate, (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf soliciting for or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage competitor any employee customer of the Company or its affiliates Company, and (iv) diverting to leave the employment any competitor any customer of the Company or its affiliates; or
(B) hire Company. For purposes of this Agreement, the foregoing restrictions shall apply to any such employee who was employed by the Company or its affiliates as at the time of the date of Executive’s termination of the Employee's employment with the Company or who left at any time during the employment 180 day period preceding said termination of Employee's employment. As of the Company date of this Agreement, the Employee is not performing any consulting or its affiliates coincident other duties for, and is not a party to any similar agreement with, any business or within one year prior to or after, venture competing in the termination of Executive’s employment with the Companyrelevant market described hereinabove.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. As additional consideration for the compensation to be paid to Executive under this Agreement, Executive acknowledges and recognizes that during the highly competitive nature course of the businesses of Executive’s employment with the Company and its affiliates Subsidiaries Executive shall have access to and accordingly shall become familiar with, and prior hereto during Executive’s employment with Grede II LLC Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that Executive’s services shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees as follows:
(i) During that, during the Employment Term and, Period and for a period of twelve eighteen (18) months following the date Executive ceases to be employed by the Company for any reason thereafter (the “Restricted Noncompete Period”), Executive will notshall not directly or indirectly own any interest in, whether on Executive’s own behalf or on behalf of manage, control, participate in, consult with, render services for, be employed by, or in conjunction with any manner engage in, any person, firm, partnership, joint venture, association, corporation business or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition competing with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf member of the Company Group as such businesses exist or its affiliates are in process during the one year period preceding Executive’s Employment Period or on the date of the termination or expiration of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf the Employment Period, within any geographical area in which any member of the Company Group engage or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) plan to engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable such businesses (a “Competitive Business”);
(B) enter . Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate outstanding stock of any Person) who or class of a corporation which engages in a Competitive Business;
(C) acquire a financial interest inis publicly traded, or otherwise become actively involved with, any Competitive Business, directly or indirectly, so long as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged has no active participation in the business of such corporation, and Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any person or business engaging in a Competitive Business through any division or subsidiary provided such Competitive Business generates less than 20% of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member annual revenue of a group which controls, such person or business and (b) provided that Executive does notnot participate in, directly work for or indirectly, own 5% or more of provide any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as services to such maximum time and territory and to person or business in connection with such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinCompetitive Business.
Appears in 1 contract
Sources: Employment Agreement (Metaldyne Performance Group Inc.)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of (a) During her employment by the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following one year thereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition unless acting with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessBoard, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit her name to be used in connection with, any business or attempt to interfere withenterprise in competition with Maritrans Inc., business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates Affiliates and customersengaged in a geographic area in which Maritrans Inc., clients, suppliers, partners, members or investors of the Company or any of its affiliates.
Affiliates is operating (iiii) Notwithstanding anything to on the contrary date of reference, during her employment by the Company or (ii) following her Termination Date, on the Termination Date. The Employee recognizes that the Company presently operates on the East Coast of the United States and at all ports in this Agreementthe Gulf of Mexico (whether or not such business is physically located within those areas) (the “Geographic Area”). “Competition” includes any business that is a customer of, Executive maycompetitive to, directly or indirectly ownin a business segment from which Maritrans Inc., solely the Company or any of its Affiliates derive at least five percent of its respective gross revenues either during her employment by the Company or on the Termination Date, as an investment, securities of any Person engaged in applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its Affiliates and the Employee’s connection therewith is or its affiliates which will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and (b) does appropriate. The Employee also shall not, directly or indirectly, own 5% or more of any class of securities of during such Person.
one-year period (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(Aa) solicit or encourage divert business from, or attempt to convert any employee client, account or customer of Maritrans Inc., the Company or any of its affiliates Affiliates, whether existing at the date hereof or acquired during Employee’s employment nor (b) following Employee’s employment, solicit, hire or attempt to leave the employment of the Company or its affiliates; or
(B) hire any such then employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory Maritrans Inc. or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereintheir Affiliates.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Maritrans Inc /De/)
Non-Competition. a. Executive acknowledges and recognizes Subject to the highly competitive nature provisions of Section 3.2, Employee agrees that during the businesses Non-Competition Period (as hereinafter defined), she will not in any manner, directly or indirectly, except as specifically contemplated by the terms of the Company and its affiliates and accordingly agrees as follows:
her employment or expressly set forth in this Agreement, (i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by, engaged in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any entity which now or at any time during the Non-Competition Period engages in any business activity competitive, directly or indirectly, with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the Company for business of providing services in such area to other unaffiliated entities, (ii) solicit or divert from CCL or any reason of its subsidiaries or divisions any business or any customer, or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (the “Restricted Period”)18) months immediately preceding such date of solicitation or diversion, Executive will notor assist any person, whether firm or corporation in doing so or attempting to do so, or (iii) on Executive’s her own behalf or on behalf of any person or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businessentity, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee hire or consultant; or
(D) interfere with, solicit the employment or attempt to interfere with, business relationships (whether formed before, on other retention of any employee or after the date of this Agreement) between the Company consultant who was employed or retained by CCL or any of its affiliates and customerssubsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, clientshowever, suppliersthat, partnersnotwithstanding the foregoing, members nothing herein shall preclude Employee from making solely passive investments in any class or investors series of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, equity securities of any Person engaged in the business of the Company or its affiliates entity which are is publicly traded on a national so long as Employee shall not own or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does notcontrol, directly or indirectly, own either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5% %) or more of any class of securities the voting rights or equity ownership of such Person.
entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the time of termination of Employee's employment if (ivi) During within three (3) months after the Restricted Periodtermination of Employee's employment, Executive will notCCL or any of its subsidiaries or divisions shall not have entered into a letter of intent or made a public announcement of intention to engage in business in such geographical area or (ii) within one (1) year after the termination of Employee's employment, whether on Executive’s own behalf CCL or on behalf any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in conjunction with any Person, directly or indirectly:
business in such geographical area. The provisions of this Section 7.3 shall extend for the Term and survive the Term for eighteen (A18) solicit or encourage any employee months after the end of the Company or its affiliates to leave Term; provided, however, that in the employment case of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s a termination of employment with pursuant to the Company or who left the employment provisions of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive6.1, the provisions of this Agreement Section 7.3 shall not be rendered void but extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that in the case of a termination of employment pursuant to the provisions of Sections 6.3, the provisions of this Section 7.3 shall be deemed amended extend until the last payment of Base Salary is made pursuant to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained Section 6.3(A) (the period described in this Agreement sentence is unenforceable, and such restriction cannot be amended so referred to herein as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein"Non-Competition Period").
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes agrees as follows, except in the highly competitive nature event of a termination pursuant to Section 5.03, in which event this section is inapplicable:
(a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 50% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company and its affiliates and accordingly agrees as follows:for the purpose of the organization of any such competitive business activity.
(ib) During In order to protect the Employment Term andCompany against the unauthorized use or disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve six (6) months following the date Executive ceases to be employed by the Company termination of this Agreement for any reason (the “Restricted Period”)reason, neither Executive will notnor any of his Affiliates, whether on Executive’s own behalf shall, directly or indirectly, for itself or himself or on behalf of or in conjunction with any other corporation, person, firm, partnership, joint venture, association, corporation or any other business organizationentity (whether as an individual, entity agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or enterprise whatsoever in any other capacity):
(“Person”)i) engage or participate in any business, directly or indirectly solicit or assist regardless of where situated, which engages in soliciting in direct market competition with such businesses being conducted by the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination term of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly assist or indirectly:
(A) engage finance any person or entity in any business that manufactures manner or distributes wire or cable in competition any way inconsistent with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date intents and purposes of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Executive Employment Agreement (Bruush Oral Care Inc.)
Non-Competition. a. Executive acknowledges In order to avoid any potential competition between our Controlling Shareholders and recognizes our Group, each of our Controlling Shareholders [has undertaken] to us in the highly competitive nature Deed of Non-Competition that he/it will not, and will procure his/its close associates (other than members of our Group) not to, during the Restricted Period (as defined below) as set out below, directly or indirectly, either on his/its own account or in conjunction with or on behalf of any person, firm or company (except through any member of our Group), among others, carry on, participate, be interested or involved in, undertake, acquire or hold (in each case whether as a shareholder, director, partner, agent, employee, or otherwise, and whether for profit, reward or otherwise) any business (other than our business) that directly or indirectly competes, or may compete, with (a) the existing business activities of our Group as set out in the section headed “Business” in this document and (b) any other business from time to time conducted, entered into, engaged in or invested in by any member of our Group or which our Company has otherwise published an announcement on the website of the businesses of the Company and Stock Exchange stating its affiliates and accordingly agrees as follows:
(i) During the Employment Term andintention to conduct, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason enter into, engage in or invest (the “Restricted PeriodActivity”), Executive will not, ) (whether on Executive’s own behalf alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in conjunction concert with any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), or hold shares or interest in any companies or business that compete directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, business engaged by our Group from time to time except where our Controlling Shareholders hold less than 5% of the wire or cable business total issued share capital of any client company (whose shares are listed on the Stock Exchange or prospective client:
(Aother recognised stock exchange) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage which is engaged in any business that manufactures is or distributes wire or cable may be in competition with the Company or its affiliates in any geographical area that is within 100 miles of business engaged by any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person our Group and (b) does not, directly or indirectly, own 5they do not control 10% or more of any class the composition of securities the board of directors of such Personcompany.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Concert Party Agreement
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term andand for a period of twenty-four (24) months thereafter (or in the event of the termination of Executive's employment under any provision herein within one (1) year after a Change of Control, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason one (the “Restricted Period”1) year thereafter), the Executive agrees that he will not, whether on Executive’s own behalf without the express written consent of the Company, for the Executive or on behalf of or in conjunction with any other person, firm, partnership, joint venture, association, corporation entity or other business organization, entity or enterprise whatsoever (“Person”), i) directly or indirectly solicit for employment or assist in soliciting in competition with recommend to any subsequent employer of the Executive the solicitation for employment of any person who, at the time of such solicitation is employed by Company or its affiliatesany affiliate thereof, the wire (ii) directly or cable business of indirectly solicit, divert, or endeavor to entice away any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf customer of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact any affiliate thereof, or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) otherwise engage in any business that manufactures activity intended to terminate, disrupt, or distributes wire or cable in competition interfere with the Company Company's or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company affiliate's relationship with a customer, supplier, lessor or its affiliates manufactures other person, or distributes wire (iii) be employed by, be a director, officer or cable (a “Competitive Business”);
(B) enter the employ manager of, act as a consultant for, be a partner in, have a proprietary interest in, give advice to, loan money to or render otherwise associate with, any services person, enterprise, partnership, association, corporation, joint venture or other entity which is directly or indirectly in the business of owning, operating or managing any (1) healthcare facility or business, including but not limited to, any Person subacute healthcare facility, rehabilitation hospital, nursing home, or home health care business, or (2) any other business similar to a business which is or any division was owned, operated or controlled managed by the Company during the Term or controlling affiliate during the period that this Section 4.2 shall apply to the Executive, unless such business comprises (and has during the preceding twelve (12) month period comprised) less than five percent (5%) of the Company's gross revenues; and, in the case of any Person) who facility or business described, in either case, which engages in a Competitive Business;
(C) acquire a financial interest in, competes with any such type of facility or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between then operated by the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors subsidiaries. This provision shall not be construed to prohibit the Executive from owning up to 10% of the Company or its affiliates.
(iii) Notwithstanding anything to outstanding voting shares of the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, equity securities of any Person engaged in the business of the Company or its affiliates which are publicly traded company whose common stock is listed for trading on a any national or regional stock securities exchange or on the over-the-counter market if Executive (a) is not NASDAQ System or serving as a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more director of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the company. The provisions of this Agreement Section 4.2 shall not be rendered void but shall be deemed amended only apply to apply as to such maximum time businesses and territory and to such maximum extent as such court may judicially determine operations located in, or indicate to be enforceable. Alternativelyotherwise conducted in, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinUnited States.
Appears in 1 contract
Sources: Employment Agreement (Integrated Health Services Inc)
Non-Competition. a. Executive acknowledges From and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of twelve months following after the date Executive ceases to be employed by hereof, the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)except pursuant to the terms hereof, directly or indirectly solicit indirectly, own, manage, operate, join, finance control or assist participate in soliciting the ownership, management, operation or control of, or be employed or be otherwise connected in competition with any manner with, any business under a name similar to the Company or its affiliates, the wire or cable business name of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company Companies or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had any direct or indirect responsibility during subsidiary thereof. Prior to the one-year period immediately preceding Executive’s termination of employment.
the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) During the Restricted Periodbalance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Companies) directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, own, manage, operate, join, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire have a financial interest in, control or otherwise become actively involved withparticipate in the ownership, any Competitive Businessmanagement, directly operation or indirectlycontrol of, or be employed as an individualemployee, partner, shareholder, officer, director, principal, agent, trustee agent or consultant; or
(D) interfere , or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or attempt be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Companies or their direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to interfere with, business relationships (whether formed before, on or after and including the date of termination of this AgreementAgreement or (ii) between any business which is similar to or competitive with the Company business carried on or planned by the Companies or their direct or indirect subsidiaries at any of its affiliates and customers, clients, suppliers, partners, members or investors time during the period of the Company Executive's employment by the Companies, whether during or its affiliates.
(iii) Notwithstanding anything prior to the contrary in this AgreementEmployment Period, unless the Executive mayshall have obtained the prior written consent of the Boards of Directors of the Companies, directly or indirectly own, solely as an investment, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of securities of any Person corporation which is engaged in the business any of the Company or its affiliates foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on a any national or regional stock exchange or on in the over-the-counter market if market, provided further, that such ownership represents a passive investment and that neither the Executive (a) is not a controlling person ofnor any group of persons including the Executive in any way, or a member of a group which controls, such person and (b) does not, either directly or indirectly, own 5% manages or more exercises control of any class such corporation, guarantees any of securities of such Person.
(iv) During the Restricted Periodits financial obligations, Executive will not, whether on Executive’s own behalf or on behalf of or otherwise takes part in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates business other than exercising his rights as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident witha shareholder, or within one year prior seeks to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Sources: Executive Employment Agreement (Aetna Holdings Inc)
Non-Competition. a. Executive acknowledges To protect SMTC's Confidential Information, goodwill, and recognizes other legitimate business interests and the highly competitive nature of good and valuable consideration offered to Employee herein, to which Employee would not otherwise be entitled, during the businesses of the Company and its affiliates and accordingly agrees Non-Competition Period (as follows:
(i) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”defined below), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will Employee agrees and covenants not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, (i) prepare to compete or compete against SMTC or any of its Affiliates (including but not limited to engaging in any activity that could have the effect of directing business away from SMTC or any of its Affiliates) in the Field (as defined below), (ii) or accept employment or establish any business relationship or association (including but not limited to a consulting relationship or acting as an individual, partner, shareholderowner, officer, director, principalshareholder, investor, guarantor, partner, member, manager, agent, trustee or consultant; or
(D) interfere withemployee, or attempt to interfere withindependent contractor), direct or indirect, with any business relationships (whether formed before, on entity or after the date of this Agreement) between the Company person in competition with SMTC or any of its affiliates and customersAffiliates in the Field, clientsor which plans to be in competition with SMTC or any of its Affiliates in the Field, suppliersincluding, partnersbut not limited to any businesses that engage in contract manufacturing services of a nature like or similar to that done by SMTC or any of its Affiliates, members in any geographic area in which SMTC or investors any of its Affiliates does business or is actively planning to do business as of the Company Separation Date or within fifteen (15) miles of any location where SMTC or any of its affiliates.
Affiliates has one or more clients or customers as of the Separation Date, (iii) nor will Employee engage in any other activities that conflict with Employee’s obligations to SMTC, including, but not limited to, any activity that may require or inevitably require disclosure of SMTC trade secrets, proprietary information or Confidential Information. Notwithstanding anything the foregoing, the parties acknowledge that Employee’s employment or other business relationship or association with a business entity or person that does not compete or plan to the contrary compete with SMTC or any of its Affiliates will not, in itself, violate Employee’s obligations under this Section 14. For purposes of this Agreement, Executive maythe “Field” shall mean the field of electronics manufacturing services for design, directly manufacture and testing of electronic components and assemblies and any other businesses that SMTC or indirectly own, solely as an investment, securities any of any Person its Affiliates is engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or actively planning to engage in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date Separation Date. For purposes of Executive’s termination this Agreement, the “Non-Competition Period” shall mean the period of employment with twelve (12) months immediately following the Company or who left Separation Date, unless a court of competent jurisdiction determines this duration to be unenforceable, in which case the employment duration shall be the longest of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It following that is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made determined by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternativelyenforceable under applicable law: (a) nine (9) months or (b) six (6) months, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, each case from and such restriction cannot be amended so as to make it enforceable, such finding shall not affect after the enforceability of any of the other restrictions contained hereinSeparation Date.
Appears in 1 contract
Sources: Separation Agreement (SMTC Corp)
Non-Competition. a. Executive acknowledges and recognizes In return for employment in the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the provisions of Section 5(a) (ii) hereof, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”)12 months) thereafter, Executive will Employee shall not, whether directly or indirectly, (i) in any capacity whatsoever, either on Executive’s Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in conjunction any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (ii) interfere with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit or assist in soliciting in competition with any business related to the Company or its affiliates, the wire or cable business of Employer from any client or prospective client:
(A) with whom Executive had personal contact client of Employer at or dealings on behalf before the termination date of the Company Employee's employment with Employer for himself or its affiliates during for any entity in which the one year period preceding Executive’s termination of employment;
Employee has an interest or by which Employee is employed or engaged; or (Biv) seek to divert or dissuade from continuing to do business with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any entering into business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company Employer or any of its affiliates and customersor related entities, clientsany supplier, supplierscustomer or other person or entity that had a business relationship with or with which Employer, partners, members its subsidiaries or investors any of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on or related entities was actively planning or pursuing a national business relationship at or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, before the termination of Executive’s employment with the CompanyEmployee.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. The Company shall provide the Executive acknowledges and recognizes Confidential Information only for use during the highly competitive nature of period during which he is employed by the businesses Company. In consideration of the Company providing the Executive Confidential Information following the date hereof and Executive’s continued employment hereunder, and as a condition of the Company’s entry into this Agreement, the Executive agrees and covenants that, during the Executive’s employment with the Company or any of its affiliates and accordingly agrees as follows:
(i) During continuing through the Employment Term and, for a period of twelve date that is 12 months following the date that Executive ceases to be employed by the Company or any of its affiliates, regardless of the reason for any reason such termination (such period, the “Restricted Prohibited Period”), ) the Executive will not, whether not directly or indirectly engage in any Prohibited Activity (defined below) either on Executive’s own behalf or on behalf of or in conjunction with any person, firmcorporation, partnership, joint venturesole proprietorship or any other person or entity, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) otherwise engage in any business that manufactures which, in the reasonable judgment of the Company, is or distributes wire or cable in competition becomes competitive with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members in or investors of the Company or its affiliates.
(iii) Notwithstanding anything with respect to the contrary Restricted Area, or which is or becomes otherwise prejudicial to or in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in conflict with the business of the Company or any of its affiliates in or with respect to the Restricted Area (such judgment to be based on the Executive’s positions and responsibilities while employed by the Company or any of its affiliates; the Executive’s post-employment responsibilities and position with any such corporation, partnership, sole proprietorship, person, entity or business; the extent of past, current and potential competition or conflict between the Company or any affiliate and any such other corporation, partnership, sole proprietorship, person, entity or business; the effect on customers, suppliers and competitors of the Executive’s assuming such post-employment position; the guidelines established in the then-current edition of the Company’s code of conduct (or similar policy); and such other considerations as are deemed relevant given the applicable facts and circumstances).
(i) For purposes of this Section 4, the term “Prohibited Activity” shall mean the Executive engaging in (other than on behalf of the Company or any of its affiliates): (i) any activity within, or with respect to, the Restricted Area (defined below) in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, with respect to any activities or anticipated activities that are or may be competitive with the business activities of the Company or any of its affiliates to an entity engaged in the same or similar business as that engaged in by the Company or its affiliates, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, or in any other capacity which is similar to that in which the Executive provided services to the Company or its affiliates; or (ii) any activity that may result or inevitably results in disclosure by the Executive of Company trade secrets or other Confidential Information or Customer Information.
(ii) For purposes of this Section 4, the “Restricted Area” means the geographic area corresponding to the Executive’s area of responsibility in which the Company engaged in manufacturing, selling, distributing, and/or marketing its products/services during the 12 month period prior to the date the Executive’s employment with the Company or any of its affiliates ends.
(iii) Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded on securities of any corporation or entity, provided that such ownership represents a national or regional stock exchange or on passive investment and that the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which that controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Personcorporation.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the period of the later to occur of the expiration of the Employment Term andor the period of the Executive's employment with CSS, and for a period of twelve months following one year thereafter, the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with without the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf prior written consent of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive BusinessCommittee, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, trustee representative, consultant or consultant; or
(D) interfere otherwise with or use or permit the Executive's name to be used in connection with, any business or attempt to interfere withenterprise engaged within any portion of the United States or Canada (collectively, business relationships the "Territory") (whether formed beforeor not such business is physically located within the Territory) that is engaged in the creation, on design, manufacture, distribution or after sale of any products that are the date same or of this Agreement) between the Company a similar type then manufactured by CSS or by any of its affiliates during the Employment Term (the "Business"). It is recognized by the Executive that the Business and customersthe Executive's connection therewith is or will be involved in activity throughout the Territory, clients, suppliers, partners, members or investors of and that more limited geographical limitations on this non-competition covenant (and the Company or its affiliatesnon-solicitation covenant set forth in Section 5 hereof) are therefore not appropriate.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own The foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates foregoing businesses having a class of securities registered pursuant to leave the employment Securities Act of 1933, provided that such ownership represents a passive investment and that neither the Company or its affiliates; or
(B) hire Executive nor any such employee who was employed by group of persons including the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withExecutive in any way, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in business, other than exercising his rights as a shareholder, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, and for a Twenty-four (24) month period of twelve months following the date Executive ceases to be employed the engagement of Consultant by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customershas ended (whether or not such employment is pursuant to this Agreement), clientsConsultant will not, suppliersunless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, partnersdirectly or indirectly, members own, manage, operate, control, finance or investors participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, partner, principal or otherwise with any business or enterprise engaged within any portion of the United States in the internet auction business or in any other business in which the Company was engaged at the date of termination of Consultant's employment by the Company or its affiliates.
(iii) Notwithstanding anything to at any time for one year after termination of employment with the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in Company. It is recognized by Consultant that the business of the Company and Consultant's connection therewith is or its affiliates which will be involved in internet and auction activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is therefore not a controlling person of, or a member of a group which controls, such person and appropriate.
(b) does not, directly The foregoing restrictions shall not be construed to prohibit the ownership by Consultant or indirectly, own its Members of not more than five percent (5% or more %) of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or any corporation which is engaged in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or foregoing businesses, provided that such ownership represents a passive investment and that neither Consultant nor any group of persons including Consultant and/or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire Members in any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident withway, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, either directly or indirectly, solicit manages or encourage exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising its rights as a security owner, or seeks to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of do any of the other restrictions contained hereinforegoing. 321 Play, Inc. Consulting Agreement 4
(c) In the event that Consultant is terminated Without Cause by the Company pursuant to Section 8.4 and Consultant desires to be engaged by a company (the "Prospective Employer") in violation of the covenants set forth in Section 5(a) above, Consultant may request a waiver of Section 5(a) above and such waiver shall be granted by the Company unless the Prospective Employer is a Direct Competitor of the Company in the current geographic markets the Company is engaged.
Appears in 1 contract
Sources: Consulting Agreement (Bidville Inc)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In consideration of the businesses of Investor entering into the Company transactions contemplated by the Preferred Shares Purchase Agreement and performing its affiliates and accordingly obligations thereunder, each Shareholder (each a “Covenanter”) severally but not jointly hereby agrees as followsthat:
(i) During the Employment Term and, for a period from the Service Termination Date to and including the second anniversary of twelve months following the date Executive ceases to be employed by the Company for any reason Service Termination Date (the “Restricted Non-compete Period”), Executive will each Covenanter shall not, whether on Executive’s own behalf and shall procure that each of his or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”)her Affiliates do not, directly or indirectly solicit indirectly, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, investor, agent, representative or assist otherwise), consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise engage in soliciting or provide assistance to any Competing Business in competition with the PRC, Hong Kong and any other country in which the Company or its affiliatesSubsidiaries engage in business; provided, however, nothing in this Section 4 shall prohibit such Covenanter from being passive owners of not more than one percent (1%) of the wire or cable outstanding shares of any corporation which is publicly traded, so long as such Covenanter has no active participation in the business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employmentsuch corporation.
(ii) During the Restricted Non-compete Period, Executive will not such Covenanter shall not, directly or indirectly:
indirectly through another entity, (A) engage in induce or attempt to induce any business that manufactures or distributes wire or cable in competition with employee of the Company or any of its affiliates in any geographical area that is within 100 miles Subsidiaries to leave the employ of any geographical area where the Company or any of its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofSubsidiaries, or render in any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) way interfere with, or attempt to interfere with, business relationships (whether formed before, on or after with the date of this Agreement) relationship between the Company or any of its affiliates Subsidiaries and customersany of its employees, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iiiB) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as hire any person who was an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or any of its affiliates Subsidiaries within one hundred and eighty (180) days prior to leave the employment time such employee is hired by such covenanter or such entity, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its affiliates; or
(B) hire Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such employee who was employed customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries) or (D) directly or indirectly acquire or attempt to acquire an interest in any Competing Business or any business with which the Company or any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its affiliates as Subsidiaries (regardless of whether such business is a Competing Business); provided that none of the date foregoing shall apply with respect to or limit any Covenanter in the performance of Executive’s termination of employment with the Company his or who left the employment her duties as an executive or employee of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Companyany Subsidiary thereof.
(vb) During The Investor and each of the Restricted PeriodCovenanters agree that the covenants set forth in this Section 4 are reasonable with respect to period, Executive geographical area and scope. Notwithstanding anything in this Section 4 to the contrary, if at any time, in any arbitral proceeding, any of the restrictions stated in this Section 4 are found pursuant to Section 7(f) to be unreasonable or otherwise unenforceable under circumstances then existing, each Covenanter agrees that the period, scope and/or geographical area, as the case may be, shall be reduced to the extent necessary to enable the arbitral tribunal to enforce the restrictions to the extent such provisions are allowable under Law, giving effect to the agreement and intent of the Parties that the restrictions contained herein shall be effective to the fullest extent permissible. Each of the Covenanters acknowledges and agrees that monetary damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Section 4 and that, in such event, the Investor and/or its respective successors or assigns shall, in addition to any other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any arbitral tribunal of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Section 4 (including the extension of the Non-compete Period applicable to such Covenanter by a period equal to the length of the arbitral proceedings necessary to stop such violation); provided that such Covenanter is found to have been in violation of the provisions of this Section 4. Any injunction shall be available without the posting of any bond or other security. In the event of an alleged breach or violation by any Covenanter of any of the provisions of this Section 4, the Non-compete Period will notbe tolled for such Covenanter until such alleged breach or violation is resolved if such Covenanter is found to have not violated the provisions of this Section 4, directly or indirectly, solicit or encourage then the Non-compete Period will not be deemed to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed have been tolled. Each Covenanter agrees that although Executive and the Company consider the restrictions contained in this Section 9 4 are reasonable in all respects and are necessary to protect the goodwill of the business of the Company and its Subsidiaries and are an integral part of the Purchase Price to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that paid under the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinPreferred Shares Purchase Agreement.
Appears in 1 contract
Sources: Shareholder Agreement (China BCT Pharmacy Group, Inc.)
Non-Competition. a. During the Executive's employment with the Company, and for one year thereafter, the Executive acknowledges and recognizes agrees that, without the highly competitive nature prior written consent of the businesses Company, (a) the Executive shall not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee, or in any other capacity, carry on or engage in, or advise or have any financial interest in any company that carries on or engages in, business in North America which is in competition, with the Business of the Company and or its affiliates and accordingly agrees subsidiaries (as follows:
defined below); (ib) During the Employment Term and, for a period of twelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will shall not, whether on Executive’s his own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation firm or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businesscompany, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between solicit for employment any person that has been employed by the Company or any of its affiliates and customerssubsidiaries at any time during the one (1) year period immediately preceding such solicitation, clientsprovided, suppliershowever, partners, members or investors of that this provision does not apply to (i) any employee hired by the Company or its affiliates.
(iii) Notwithstanding anything during the 90-day period following the Effective Date and who was first presented to the contrary in this AgreementCompany by the Executive, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (bii) does the Executive's personal administrative assistant and/or secretary; and (c) the Executive shall not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s his own behalf or on behalf of or any competitor in conjunction with any Personthe Business, directly or indirectly:
(A) solicit or encourage divert the business of any employee person or entity which was a customer (or a prospective customer) of the Company or any of its subsidiaries at any time during the Executive's employment with the Company or as of the Executive's Date of Termination. The "Business" of the Company or its affiliates to leave subsidiaries shall mean the employment development, manufacture and marketing of the Company oxygen therapeutics for intravenous use in humans or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained animals. Anything in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executivecontrary notwithstanding, the provisions Executive may invest in stock, bonds, or other securities of any business in competition with the Business of the Company (but without otherwise participating in such competition with the Company) if his investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent (3%) of the issued and outstanding shares, or, in the case of other securities, three percent (3%) of the aggregate principal amount thereof issued and outstanding. Under no circumstance shall the Executive's membership on the board of directors of MedQuest or on such other boards of directors on which he may serve without violating this Agreement shall not be rendered void but shall Agreement, or what he reasonably believes is the exercise of his fiduciary duties in such capacities, be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in violate this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereinAgreement.
Appears in 1 contract
Sources: Employment Agreement (Biopure Corp)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature (a) In view of the businesses unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business or profession of the Company or any of the Companies, and its affiliates and accordingly agrees as follows:
(iii) During the Employment Term and, for a period of twelve months following the date Executive one year after he ceases to be employed by the Company for under this Agreement as a result of Employee's voluntary action (not including an election pursuant to subsection 11(a)(3) or any reason (termination by the “Restricted Period”Company of this Agreement without cause), Executive or pursuant to subsection 11(a)(1) hereof, he will not, whether on Executive’s own behalf not compete with or on behalf of be engaged in the same business as or in conjunction with Participate In any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates organization which during the such one year period preceding Executive’s termination of employment;
(B) competes with whom employees reporting to Executive have had personal contact or dealings on behalf of is engaged in the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any same business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members the Companies with respect to any product or investors service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the time of such cessation except that (i) in each case the provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 2% of the Company or outstanding common stock of a corporation, if, at the time of its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreementacquisition by Employee, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded such stock is listed on a national securities exchange, is reported on Nasdaq, or regional stock exchange or on is regularly traded in the over-the-counter market if Executive (a) is not a controlling person of, or by a member of a group which controls, such person and national securities exchange or (bii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or Employee is involved in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment some capacity with the Company or who left New York Islanders professional hockey franchise in the employment National Hockey League, provided that such involvement will not materially interfere with the Employee's fulfillment of the Company or its affiliates coincident with, or within one year prior to or after, the termination his responsibilities as Executive Vice President of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Employment Agreement (Worldwide Entertainment & Sports Corp)
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(ia) During the Employment Term and, term of this Agreement and for a period of twelve (12) months following thereafter, Employee shall not (i) engage directly or indirectly, either individually or as owner, partner, agent, employee, consultant or otherwise, except for the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or account of and on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company Employer or its affiliates, in any activity in competition in any material respect with the wire or cable business of any client or prospective client:
Employer (A"Employer's Business") with whom Executive had personal contact or dealings on behalf of the Company or its affiliates affiliates, or in competition in any material respect with Employer's Business or that of its affiliates, solicit or otherwise attempt to establish any business relationships with any persons, firm or corporation which was, at any time during the one year period preceding Executive’s termination term of employment;
(B) with whom employees reporting to Executive have had personal contact this Agreement, a customer or dealings on behalf supplier of the Company Employer, wherever located, or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in disclose any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles confidential information of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company Employer or its affiliates which is now known to Employee or which hereafter may become known to Employee as a result of Employee's employment or association with Employer or use the same in any way other than in connection with the business of Employer or its affiliates. Employee acknowledges that Powe▇▇ ▇▇▇ve Corp., Rego ▇▇▇ve, Bestabell Company, Circle Seal (Watt▇) ▇▇d Cryolab are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and among Employer's direct primary competitors.
(b) does notEmployee recognizes that these restrictions on competition are reasonable because of Employer's investment and goodwill in its customer lists and other proprietary information and its continued efforts and investment in expanding the scope of its businesses and trading area and Employee's knowledge of Employer's Business and business plan. However, directly if any period of time, geographical area or indirectlyother terms should be judged unreasonable in any judicial proceeding, own 5% then the period of time, geographical area or more of any class of securities of other terms shall be reduced to such Personextent as may be deemed required so as to be reasonable and enforceable.
(ivc) During For the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions purposes of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time Agreement, Employer's Business includes manufacturing and territory distributing cryogenic valves and to such maximum extent as such court may judicially determine importing and distributing plumbing supplies. Employer's Business includes all component parts, processes and related customer services whether designed, manufactured or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableprovided by Employer or obtained from outside sources, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect further includes any related product or business added during the enforceability term of any of the other restrictions contained hereinthis Agreement.
Appears in 1 contract
Non-Competition. a. Executive acknowledges that Executive's services and recognizes responsibilities are of particular significance to Employer and that Executive's position with Employer has given and will give Executive close knowledge of its policies and trade secrets. Since Employer is in a creative and competitive business, Executive's continued and exclusive service to Employer under this Agreement is of a high degree of importance. Executive covenants and agrees with Employer that Executive will not, during the highly competitive nature term of the businesses of the Company this Agreement and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, for a period of eighteen months after the termination of Executive's employment hereunder, with respect to subparagraph (i) and twelve months following the date Executive ceases with respect to be employed by the Company for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
subparagraphs (ii) During the Restricted Period, Executive will not directly or indirectly:
and (Aiii) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Businessmanner, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(Di) interfere with, induce or attempt to interfere withinfluence any present or future officer, business relationships employee, lessor, lessee, licensor or licensee of Employer or its subsidiaries or its affiliates to leave its respective employ or solicit or divert or service any of the customers or clients that Employer or its subsidiaries or its affiliates has or had in the one (whether formed before, on or after 1) year previous to the date of termination of this Agreement, (ii) between the Company engage, in ▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of its affiliates and customersother territory in which Employer does or contemplates to do business, clients, suppliers, partners, members in any businesses presently engaged in or investors of the Company to be engaged in by Employer or its affiliates.
subsidiaries or affiliates during the term of this Agreement, and (iii) Notwithstanding anything to except for ownership of no more than 1% of the contrary in this Agreementcapital stock, Executive maybe a stockholder of any corporation, or directly or indirectly own, solely as an investmentmanage, securities of any Person engaged operate, conduct, control or participate in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person ownership, management, operation, conduct, control of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the accept employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained be connected in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained manner with, any business which engages in this Agreement is an unenforceable restriction against Executiveany direct competitive activity including, without limitation, any business which engages in retail commerce conducted over the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to Internet in any such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained hereingeographic region.
Appears in 1 contract
Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:
(i) During the Employment Term and, Period and for a an additional period of twelve six (6) months following the date Executive ceases to be employed by of such termination or the Company for any reason expiration of this Agreement, (the “"Restricted Period”"), the Executive will notnot (except as an officer, whether on Executive’s own behalf director, stockholder, employee, agent or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf consultant of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(Bany affiliate thereof) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, own, manage, operate, join, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire have a financial interest in, control or otherwise become actively involved withparticipate in the ownership, any Competitive Businessmanagement, directly operation or indirectlycontrol of, or be employed as an individualemployee, partner, shareholder, officer, director, principal, agent, trustee agent or consultant; or
(D) interfere , or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or attempt to interfere with, be otherwise connected in any manner with (i) any business relationships or enterprise engaged within any portion of the United States or Canada (whether formed beforeor not such business is physically located within the United States or Canada) in the design, on development, manufacture, distribution, lease, rental or after sale of any products, or the date provision of this Agreement) between any services, which the Company or any of its affiliates was designing, developing, manufacturing, distributing, leasing, renting, selling or providing at any time up to and customers, clients, suppliers, partners, members including the date of termination of this Agreement or investors of (ii) any business which is competitive with the business carried on or planned by the Company or any of its affiliates.
affiliates at any time during the period of the Executive's employment by the Company, unless the Executive shall have obtained the prior written consent of the Board, provided that the foregoing restriction shall not be construed as prohibiting the ownership by the Executive of not more than one percent (iii1%) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, of any class of securities of any Person corporation which is engaged in the business any of the Company or its affiliates foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on a any national or regional stock exchange or on in the over-the-counter market if market; provided further, that such ownership represents a passive investment and that neither the Executive (a) is not a controlling person ofnor any group of persons including the Executive in any way, or a member of a group which controls, such person and (b) does not, either directly or indirectly, own 5% manages or more exercises control of any class such corporation, guarantees any of securities of such Person.
(iv) During the Restricted Periodits financial obligations, Executive will nototherwise takes part in its business other than exercising his rights as a shareholder, whether on Executive’s own behalf or on behalf of or in conjunction with seeks to do any Person, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment foregoing. Each of the Company or its affiliates; or
parties expressly acknowledges and understands that twenty five percent (B25%) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior incremental compensation to or after, the termination of Executive’s employment with the Company.
(v) During the Restricted Period, be paid to Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood hereunder has been specifically negotiated and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction paid as special consideration such that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the foregoing non-competition provisions of this Agreement shall not be rendered void but Section 10 shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court fully binding from inception of competent jurisdiction finds that any restriction contained in this Agreement is unenforceableand thereafter as provided above, and such restriction cannot be amended so as Executive expressly waives any and all judicial, arbitral, administrative and/or any other remedy to make it enforceablerescind, such finding shall not affect void, negate or otherwise render this Section 10 inoperative on the enforceability basis of any equitable or legal grounds whatsoever and Executive shall fully indemnify and hold harmless the Company if Executive breaches or brings any challenge to this Section 10, including, without limitation, reimbursement of the other restrictions contained hereinCompany's attorneys fees and reasonable costs and expenses incurred in connection therewith.
Appears in 1 contract
Sources: Employment Agreement (Pc Ephone Inc)
Non-Competition. a. Executive acknowledges agrees that no Competition Event (as defined below) shall occur prior to the date on which Executive ceases to receive payments and recognizes the highly competitive nature benefits pursuant to this Agreement. For purposes of the businesses of the Company and its affiliates and accordingly agrees as follows:
this Agreement, a “Competition Event” shall occur if Executive directly or indirectly (i) During engages in any imaging, radiation therapy or any other business that becomes material to the Employment Term and, for a period of twelve months following the date Executive ceases to be employed Company's business during Executive's employment by the Company for any reason (the “Restricted PeriodCompany Business”), Executive will not, whether on Executive’s own behalf ) within the United States that is the same or on behalf of substantially similar to or in conjunction competitive with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with service provided by the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employmentCompany; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly competes or indirectly:
(A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, participates as an individualagent, partner, shareholderemployee, officer, director, principalconsultant, agentadvisor, trustee representative or consultant; or
(D) interfere with, or attempt to interfere with, otherwise in any enterprise engaged in a business relationships (whether formed before, on or after the date of this Agreement) between which has any operations engaged in the Company Business within the United States that is the same or substantially similar to or competitive with any of its affiliates and customers, clients, suppliers, partners, members service provided by the Company; or investors of the Company or its affiliates.
(iii) Notwithstanding anything to the contrary competes or participates as a stockholder, partner or joint venturer, or has any direct or indirect financial interest, in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person enterprise which has any material operations engaged in the Company Business within the United States that is the same or substantially similar to or competitive with any service provided by the Company. The foregoing notwithstanding, the parties agree that neither (i) Executive's passive ownership of up to five percent (5%) interest in any publicly traded or private entity; nor (ii) Executive's employment by or material association with a separately managed and operated division or affiliate of a business of whose services compete with the Company Business shall be considered a Competition Event hereunder. Should a Competition Event occur before or its affiliates which are publicly traded on a national or regional stock exchange or on during the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Salary Continuation Period, Executive will notas defined in Section 1, whether on Executive’s own behalf or on behalf of or in conjunction with any Personabove, directly or indirectly:
(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or
(B) hire any such employee who was employed by the Company or its affiliates Company's obligations under Sections 1 and 2 shall cease as of the date of Executive’s termination of employment the Competition Event. Notwithstanding the foregoing, Executive shall be required to comply with the requirements of Section 3, above, as long as the Company or who left has paid Executive the employment equivalent of one month's base salary at the then-current rate as of the Company or its affiliates coincident with, or within one year prior to or after, the termination Date of Executive’s employment with the CompanyTermination.
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
Appears in 1 contract
Sources: Executive Severance Agreement (Alliance HealthCare Services, Inc)
Non-Competition. a. (a) During the period during which Executive acknowledges is employed hereunder and, at the Company's option and recognizes subject to the highly competitive nature Company continuing to pay (except as provided in subparagraph (c) below) the Executive all salary and benefits (but not stock options) paid to him in the year preceding his termination or expiration hereof, during the one year period following such termination or expiration (the "Non-Competition Period"):
(i) the Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other executive of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement;
(ii) the Executive will not solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Executive was employed by the Company;
(iii) the Executive will not directly or indirectly (as a director, stockholder, officer, executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company or any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Executive's employment by the Company, carried on by the Company or any of its Affiliates, if such business is being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period; and
(iv) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its Affiliates; and provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Executive's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company.
(i) The Executive further agrees that the limitations set forth in this Section 8 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates Affiliates. It is understood and accordingly agrees as follows:
(i) During agreed that the Employment Term and, for a period of twelve months following the date Executive ceases to be employed covenants made by the Company for any reason Executive in this Section 8 (and in Section 6 hereof) shall survive the “Restricted Period”), Executive will not, whether on Executive’s own behalf expiration or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company or its affiliates, the wire or cable business of any client or prospective client:
(A) with whom Executive had personal contact or dealings on behalf of the Company or its affiliates during the one year period preceding Executive’s termination of employment;
(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or
(C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employmentthis Agreement.
(ii) During The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the Restricted Periodprovisions of this Section 8 would be inadequate and, Executive will not directly or indirectly:
(A) engage in any business therefore, agrees that manufactures or distributes wire or cable in competition with the Company or and any of its affiliates Affiliates shall be entitled to injunctive relief in addition to any geographical area that is within 100 miles other available rights and remedies in cases of any geographical area where the Company such breach or its affiliates manufactures or distributes wire or cable (a “Competitive Business”);
(B) enter the employ ofthreatened breach; provided, or render any services tohowever, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;
(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, that nothing contained herein shall be construed as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between prohibiting the Company or any of its affiliates Affiliates from pursuing any other rights and customers, clients, suppliers, partners, members remedies available for any such breach or investors of threatened breach.
(i) in the event the Executive is terminated during the Employment Term without "Cause," the Company or its affiliates.will pay to the Executive his then current salary and benefits during the one year following such termination in order to enforce the non-compete agreement;
(ii) in the event the Executive is terminated for "Cause," he will be bound by the non-competition agreement, but will not be paid any amounts with respect to the one-year period after the termination of his employment;
(iii) Notwithstanding anything to if the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in leaves voluntarily before the business end of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) Employment Term, but is not a controlling person ofterminated by the Company, or a member of a group which controlsthe Company will not pay the Executive any amounts, such person and (b) does not, directly or indirectly, own 5% or more of any class of securities of such Person.but the Executive will still be bound by the non-competition agreement for the one-year period after his departure;
(iv) During if the Restricted PeriodExecutive finishes his initial Employment Term, Executive he will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee be paid for his non-compete for the one-year period after the expiration of the Company or its affiliates to leave the employment of the Company or its affiliatesinitial term; or
(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.and
(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.
b. It if this agreement is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executiverenewed for subsequent terms, the provisions of this Agreement above terms shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect each renewal term was the enforceability of any of the other restrictions contained hereinoriginal Employment Term.
Appears in 1 contract