Common use of Non-Disclosure and Non-Competition Clause in Contracts

Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4.2.a. While you are performing services for Garan pursuant to this Employment Agreement and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan or your performance under this Employment Agreement. 4.2.b. In the event that (i) your employment pursuant to this Employment Agreement is terminated by Garan pursuant to Section 3.2 or 3.3, (ii) you terminate your employment prior to the Term End pursuant to Section 3.6, or (iii) the term of this Employment Agreement ends, for so long as Garan continues to pay you in accordance with its payroll practices, but for not more than the 12 month period beginning on the last day you render services to Garan, compensation at an annual rate equal to the greater of (x) the total of your Base Compensation in effect on the last day that you render services to Garan plus your Annual Bonus as each was last determined by the Board in accordance with Section 2.1 or (y) the total of 12 times your average monthly Base Compensation in the 24 month period ending on the last day that you render services to Garan plus the average of your 2 Annual Bonuses as each was last determined by the Board in accordance with Section 2.1, you shall not directly or indirectly, enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterprise, or in any manner render any assistance to any business or endeavor whose business activities are the same, similar to, or competitive with any part of the business which is conducted by Garan and its subsidiaries during the course of your employment by Garan prior to and pursuant to this Employment Agreement in any state in the United States and in any territory, possession, or foreign country, provided that the provisions of this Section 4.2.b shall not preclude you from ownership, as an investor, of less than 5% of the stock of a publicly owned company which engages in such business activities. The provisions of this Section 4.2.b may not be invoked by Garan if Garan terminates your employment upon or within 12 months after a Change of Control Event unless the Change in Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor. In the event Garan determines to pay you for part or all of the 12 month period referred to above, it shall do so for minimum periods of 3 months, and it shall give you notice that it is invoking the provisions of this Section 4.2.b and that it will compensate you accordingly. Such initial notice shall be given together with the notice of termination referred to in Section 3.2 or 3.3, or within 15 business days after receipt by Garan of your termination of employment pursuant to Section 3.6, or 15 days prior to the end of the Term End if the term is not renewed and, thereafter, not later than 15 days prior to the beginning of each subsequent 3 month period. 4.3.

Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 5.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4.2.a5.2.a. While you are performing services for Garan pursuant to this Employment Agreement and Consulting Agreement, and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan Garan, or your performance under this Employment and Consulting Agreement. 4.2.b5.2.b. In the event that (i) your employment or consultancy pursuant to this Employment and Consulting Agreement is terminated by Garan pursuant to Section 3.2 3.2, 3.3, 4.3, or 3.34.4, (ii) you terminate your employment or consultancy prior to the Term End pursuant to Section 3.63.6 or 4.7, or (iii) the term of this Employment and Consulting Agreement ends, for so long as Garan continues to pay you in accordance with its payroll practices, but for not more than the 12 month period beginning on the last day you render services to Garan, compensation if you were an employee at an annual rate equal to the greater of (x) the total of your Base Compensation in effect on the last day that you render services to Garan plus your Annual Bonus as each was last determined by the Board in accordance with Section 2.1 2.1, or (y) the total of 12 times your average monthly Base Compensation in the 24 month period ending on the last day that you render services to Garan plus the average of your 2 Annual Bonuses as each was last determined by the Board in accordance with Section 2.1, or compensation if you were a consultant at an annual rate equal to your Annual Consulting Payment, you shall not directly or indirectly, enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterpriseenter- prise, or in any manner render any assistance to any business or endeavor whose business activities are the same, similar to, or competitive with any part of the business which is conducted by Garan and its subsidiaries during the course of your employment by Garan prior to and pursuant to this Employment and Consulting Agreement in any state in the United States and in any territory, possession, or foreign country, provided that the provisions of this Section 4.2.b 5.2.b shall not preclude you from ownership, as an investor, of less than 5% of the stock of a publicly owned company which engages in such business activities. The provisions of this Section 4.2.b 5.2.b may not be invoked by Garan if Garan terminates your employment upon or within 12 months after a Change of Control Event unless the Change in Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor. In the event Garan determines to pay you for part or all of the 12 month period referred to above, it shall do so for minimum periods of 3 months, and it shall give you notice that it is invoking the provisions of this Section 4.2.b 5.2.b and that it will compensate you accordingly. Such initial notice shall be given together with the notice of termination referred to in Section 3.2 or 3.3, or within 15 business days after receipt by Garan of your termination of employment pursuant to Section 3.63.6 or 4.7, or 15 days prior to the end of the Term End if the term is not renewed of this Employment and Consulting Agreement, and, thereafter, not later than 15 days prior to the beginning of each subsequent 3 month period. 4.35.3.

Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4.2.a. While you are performing services for Garan pursuant to this Employment Agreement and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan or your performance under this Employment Agreement. 4.2.b. In the event that (ii)(w) Garan notifies you in accordance with the provisions of Section l.3.c.1 that you either (1) are requested to render services under this Employment Agreement and you then notify Garan pursuant to the provisions of Section 1.3.c.3 that you will not render further services or (2) are directed by Garan in its notice not to render services under this Employment Agreement, (x) your employment pursuant to this Employment Agreement is terminated by Garan pursuant to Section 3.2 or 3.3, (iiy) you terminate your employment prior to the Term End pursuant to Section 3.6, or (iiiz) the term of this Employment Agreement endsends and (ii) Garan notifies you that it invokes the provisions of this Section 4.2.b within 5 business days after its direction to you not to render services or after the date you give notice that you will not render further services, for so long as or not later than 5 business days prior to the Term End, or includes such notice in the notice of termination pursuant to Section 3.2 or 3.3, then Garan continues to shall pay you monthly in accordance with its payroll practices, but advance for not more than the 12 month period beginning on the last day you render services to Garan, compensation at an annual rate equal to the greater of (xA) the total of your Base Compensation in effect on the last day that you render services to Garan plus your Annual Bonus as each was last determined by the Board in accordance with Section 2.1 prior to the last day you render services to Garan or (yB) the total of 12 times your average monthly annual Base Compensation in the 24 month period ending on the last day that you render services to Garan plus the average of your last 2 Annual Bonuses as each was last determined by the Board in accordance with Section 2.1, and you shall not directly or indirectly, enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterprise, or in any manner render any assistance to any business or endeavor whose business activities are the same, similar to, or competitive with any part of the business which is conducted by Garan and its subsidiaries during the course of your employment by Garan prior to and pursuant to this Employment Agreement in any state in the United States and in any territory, possession, or foreign country, provided that the provisions of this Section 4.2.b shall not preclude you from ownership, as an investor, of less than 5% of the stock of a publicly owned company which engages in such business activities. The provisions of this Section 4.2.b may not be invoked by Garan if Garan terminates your employment upon or within 12 months after a Change of Control Event unless the Change in Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor. In the event Garan determines to pay you for part or all of the 12 month period referred to above, it shall do so for minimum periods of 3 months, and it shall give you notice that it is invoking the provisions of this Section 4.2.b and that it will compensate you accordingly. Such initial notice shall be given together with the notice of termination referred to in Section 3.2 or 3.3, or within 15 business days after receipt by Garan of your termination of employment pursuant to Section 3.6, or 15 days prior to the end of the Term End if the term is not renewed and, thereafter, not later than 15 days prior to the beginning of each subsequent 3 month period. 4.3.

Non-Disclosure and Non-Competition. In recognition of the provisions of Section 4.1 and as consideration for your continued employment by Garan, the payment by Garan to you of compensation, and Garan providing you with employee benefits, you agree that: 4.2.a. .While you are performing services for Garan pursuant to this Employment Agreement and at all times thereafter, you shall not disclose, communicate, or divulge to any person (other than to officers, directors, or employees of Garan and its subsidiaries whose duties require such knowledge) or use for your personal benefit or for the benefit of anyone other than Garan and its subsidiaries, any trade secrets, specifications, sales, merchandising, or manufacturing plans, manufacturing methods, programs, research, or other confidential information employed in or proposed to be employed in the business of Garan and its subsidiaries which comes to or came to your knowledge in the course of or by reason of your employment by Garan or your performance under this Employment Agreement. 4.2.b. In 0.0.x.Xx the event that (i) your employment pursuant to this Employment Agreement is terminated by Garan pursuant to Section 3.2 or 3.3, (ii) you terminate your employment prior to the Term End pursuant to Section 3.6, or (iii) the term of this Employment Agreement ends, for so long as Garan continues to pay you in accordance with its payroll practices, but for not more than the 12 month period beginning on the last day you render services to Garan, compensation at an annual rate equal to the greater of (x) the total of your Base Compensation in effect on the last day that you render services to Garan plus your Annual Bonus as each was last determined by the Board in accordance with Section 2.1 2.1, or (y) the total of 12 times your average monthly Base Compensation in the 24 month period ending on the last day that you render services to Garan plus the average of your 2 Annual Bonuses as each was last determined by the Board in accordance with Section 2.1, you shall not directly or indirectly, enter into or in any manner take part as an employee, agent, independent contractor, consultant, owner, sole proprietor, partner, joint venturer, member, officer, director, or shareholder or take part in any other capacity in, for, or with any person, firm, corporation, association, or business enterprise, or in any manner render any assistance to any business or endeavor whose business activities are the same, similar to, or competitive with any part of the business which is conducted by Garan and its subsidiaries during the course of your employment by Garan prior to and pursuant to this Employment Agreement in any state in the United States and in any territory, possession, or foreign country, provided that the provisions of this Section 4.2.b shall not preclude you from ownership, as an investor, of less than 5% of the stock of a publicly owned company which engages in such business activities. The provisions of this Section 4.2.b may not be invoked by Garan if Garan terminates your employment upon or within 12 months after a Change of Control Event unless the Change in Control Event is a result of a completed "management buyout" of Garan in which you participate as an equity investor. In the event Garan determines to pay you for part or all of the 12 month period referred to above, it shall do so for minimum periods of 3 months, and it shall give you notice that it is invoking the provisions of this Section 4.2.b and that it will compensate you accordingly. Such initial notice shall be given together with the notice of termination referred to in Section 3.2 or 3.3, or within 15 business days after receipt by Garan of your termination of employment pursuant to Section 3.6, or 15 days prior to the end of the Term End if the term is not renewed renewed, and, thereafter, not later than 15 days prior to the beginning of each subsequent 3 month period. 4.3.