Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 8 contracts

Samples: Change in Control Agreement (Kaman Corp), Change in Control Agreement (Kaman Corp), Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments severance benefits under Section 5 8(d) of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 11(b).

Appears in 8 contracts

Samples: Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments severance benefits under Section 5 8(d) of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of Kaman or the Company or any of its their subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with Kaman or the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Kaman or Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 11(b).

Appears in 7 contracts

Samples: Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp)

Non-Solicitation. In During the event that Executive’s employment with the Executive receives Severance Payments under Section 5 Company and for the twelve (12) month period thereafter, whether at the end of this Agreement the Employment Term or thereafter, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ). For ) or (ii) any customer of the avoidance Company or any of doubt, if a managerial level employee on his its subsidiaries or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken affiliates to purchase goods or services then sold by the Executive thereafter Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer (provided, that the foregoing shall not be deemed a breach of this apply to any product or service which is not covered by the non-competition provision set forth in Section 10(b 11(c), below).

Appears in 6 contracts

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

Non-Solicitation. In During the event that the Executive receives Severance Payments under Section 5 of this Agreement Restricted Period, the Executive agrees that for shall not, without the two (2) year period following the Date of Termination, the Executive will not Company’s prior written consent, directly or indirectly, individually (i) solicit or encourage to leave the employment or other service of the Company, or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), any employee, agent or any independent contractor who provides significant services to the Business thereof or (ii) hire (on behalf of the Executive or any other person, firm, corporation person or entity) any employee or independent contractor who provides significant services to the Business who has left the employment or other entity, knowingly solicit, aid or induce any managerial level employee service of the Company or any of its subsidiaries (or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation entity directly or indirectly controlled by such entities) within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other entity unaffiliated service with the Company and its subsidiaries (or knowingly take any action to materially assist or aid any other person entity directly or indirectly controlled by such entities), firm provided, corporation or other entity in identifying or hiring any such employee (provided however, that the foregoing shall not be violated by general advertising not targeted at employees of the Company employees and its subsidiaries (or any other entity directly or indirectly controlled by such entities) nor by serving as a reference for an employee with regard to an entity with which upon request. From the date hereof and during the Restricted Period, the Executive is not affiliated). For the avoidance of doubt will not, if a managerial level employee on whether for his own account or her own initiative contacts the Executive for the primary purpose account of securing alternative employment any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its subsidiaries’ relationship (or the relationship of any other entity directly or indirectly controlled by such entities) with, or endeavor to entice away from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) for a competing business, any action taken person who during the Term is or was a customer, client, tenant, supplier, licensee, agent, or independent contractor of the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), provided, the Executive thereafter parties hereto agree that the performance of duties for another entity that are typically performed by a senior executive officer shall not be deemed a breach considered to be “solicitation” of customers or clients under this Section 6(c), provided that the performance of such duties do not violate any of the other provisions of this agreement including, without limitation, the restrictions set forth in Section 10(b 6.1(a).

Appears in 6 contracts

Samples: Employment Agreement (DLC Realty Trust, Inc.), Employment Agreement (DLC Realty Trust, Inc.), Employment Agreement (DLC Realty Trust, Inc.)

Non-Solicitation. In consideration of the event that promises contained herein and the consideration to be received by the Executive receives Severance Payments under Section 5 hereunder (including, without limitation, the potential compensation described in Sections 8, 9, 11 and 13, if any), without the prior written consent of this Agreement the Company, during the Term (and except for the benefit of the Company Entities) and for a period of twelve (12) months immediately following the Executive’s separation from the Company, however caused, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will shall not, directly or indirectly, individually either for or on behalf of himself or any other person, firm, corporation person or other entity, knowingly solicit, aid solicit or induce or attempt to solicit or induce any managerial level employee employee, consultant or independent contractor of the any Company Entity, to discontinue employment or any of its subsidiaries engagement with such Company Entity; or affiliates otherwise interfere or attempt to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated interfere with the relationships between the any Company Entity, and their employees, consultants, or knowingly take independent contractors. This provision does not apply to any action employee or contractor who responds to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by a general advertising advertisement not targeted at any specific employees or contractors of any Company employees nor by serving as a reference for an Entity or to any employee or contractor who independently seeks employment with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his Executive’s subsequent employer through no solicitation or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken contact by the Executive thereafter shall not be deemed a breach of this Section 10(b) Executive.

Appears in 6 contracts

Samples: Employment Agreement (Shift Technologies, Inc.), Employment Agreement (Shift Technologies, Inc.), Employment Agreement (Insurance Acquisition Corp.)

Non-Solicitation. In During the event that term of his employment with the Company pursuant to this Agreement and for a one-year period after the Executive’s employment is terminated pursuant to this Agreement for any reason, provided the Company is not in material breach in the performance of its obligations to the Executive receives Severance Payments as of the Date of Termination and is performing all of its obligations under Section 5 4 of this Agreement, the Executive agrees that for the two (2) year period Agreement upon and following the Date of Termination, the Executive will shall not , in any manner, directly or indirectly indirectly (without the prior written consent of the Company), individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid induce, or induce encourage any managerial level employee employee, consultant or agent of the Company or any of its subsidiaries to terminate their employment, agency, or affiliates other such business relationship with the Company and its subsidiaries or to leave such employment in order cease to accept employment with or render services to or the Company and its subsidiaries and the Executive shall not initiate discussions with any such person for any such purpose or authorize or knowingly cooperate with or encourage the taking of any such actions by any other person individual or entity; provided, firm however, corporation that this paragraph shall not preclude the hiring or retention of any such person by any other individual or entity who (i) responds to a general employment advertisement by newspaper or similar advertisement, or (ii) is referred to another individual or entity by an employment agency or other entity unaffiliated similar entity, provided that Executive did not identify the person or the Company as a potential source of employees to such agency or similar entity. During the term of Executive’s employment pursuant to this Agreement and for a six (6) month period after the Executive’s employment is terminated pursuant to this Agreement for any reason, provided the Company is not in material breach in the performance of its obligations to the Executive as of the Date of Termination and is performing all of its obligations under Section 4 of this Agreement upon and following the Date of Termination, the Executive shall not, in any manner (without the prior written consent of the Company), solicit, induce or encourage any customer, vendor, or other party doing business with the Company to terminate their business relationship with the Company and its subsidiaries or to transfer their business from the Company or any of its subsidiaries, and the Executive shall not initiate discussions with any such person for any such purpose or authorize or knowingly take cooperate with or encourage the taking of any action to materially assist or aid such actions by any other person, firm, corporation individual or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) entity.

Appears in 5 contracts

Samples: Employment Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Parent Company or the Company or any of its their subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Parent Company or the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Parent Company or Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 5 contracts

Samples: Change in Control Agreement (Kaman Corp), Change in Control Agreement (Kaman Corp), Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the The Executive agrees that during the Term and for the two a period of one ( 2 1) year thereafter and in any event during any period following the Date of Termination in which he is receiving severance compensation pursuant to Section 3.6, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly he shall not solicit, aid entice, encourage or induce any managerial level person, other than persons known prior to Executive’s employment, who at any time within one (1) year prior to the Executive's termination of employment shall have been an employee of the Company or any of its subsidiaries subsidiaries, to become employed by or affiliates to leave associated with any person, firm or corporation other than the Company, and the Executive shall not approach any such employment in order to accept employment with employee for such purpose or render services to authorize or with knowingly approve the taking of such actions by any other person, firm, firm or corporation or other entity unaffiliated with the Company or knowingly take assist any action to materially assist or aid any other such person, firm, firm or corporation or other entity in identifying or hiring any taking such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) action.

Appears in 5 contracts

Samples: Employment Agreement (NP Capital Corp), Employment Agreement (NP Capital Corp), Employment Agreement (NP Capital Corp)

Non-Solicitation. In addition to the event restrictions in Section 8(a)(i) above, the Executive also agrees that he will not during the Non-Compete Period: (1) hire, attempt to hire, or participate in any way in any effort by any person or entity (other than the Corporation or any of its direct and/or indirect subsidiaries and affiliates) to hire or attempt to hire any person who is at the time (or was within the immediately preceding six (6) months) an officer or employee of the Corporation or its direct and/or indirect subsidiaries or affiliates; (2) encourage any officer or employee of the Corporation or its direct or indirect subsidiaries or affiliates to terminate his or her relationship or employment with such entity; or (3) on behalf of himself or any persons or entity, other than the Corporation or any of its direct or indirect subsidiaries and affiliates, solicit or accept business from any client of the Corporation or its direct or indirect subsidiaries in the Corporation's Field of Interest; provided, however, that the foregoing provision will not prevent the Executive receives Severance Payments under Section 5 from employing or offering to employ any such person who has been terminated by the Corporation or a subsidiary or affiliate prior to the commencement of employment discussions between the Executive and such employee, and the Executive will be permitted to hire and offer to hire non-executive employees of the Corporation who are contacted as a result of the use of general newspaper or electronic advertisement and other general non-targeted recruitment techniques in the ordinary course of business and consistent with past practices as opposed to targeted solicitations of any one or more of the Corporation's employees. For purposes of this Agreement, any reference to the Executive agrees that for subsidiaries of the two Corporation shall be deemed to include all entities directly or indirectly controlled by it through an ownership of more than fifty percent ( 2 50%) year period following of the Date of Termination voting interests, the Executive will not term "affiliate" shall mean, with respect to any person or entity, any person or entity which directly or indirectly indirectly controls, individually is controlled by or on behalf of is under common control with such person or entity, and the term "person" shall mean an individual, a corporation, an association, a partnership, a limited liability company, an estate, a trust, and any other person, firm, corporation entity or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) organization.

Appears in 4 contracts

Samples: Performance Bonus Plan (Mediconsult Com Inc), Performance Bonus Plan (Mediconsult Com Inc), Performance Bonus Plan (Mediconsult Com Inc)

Non-Solicitation. In consideration of the event that the Executive receives Severance Payments under Section 5 of Company entering into this Agreement, for a period commencing on the Executive agrees that for Effective Date and ending on the two (2) year period following expiration of the Date of Termination Restricted Period, the Executive will hereby covenants and agrees that he shall not, directly or indirectly, individually or on behalf of any other person person or entity do or suffer any of the following: (a)hire or employ or assist in hiring or employing any person who was at any time during the last 18 months of the Executive’s employment an employee, firm, corporation representative or other entity, knowingly agent of any member of the Company Group or solicit, aid aid, induce or attempt to solicit, aid, induce or persuade, directly or indirectly, any managerial level person who is an employee, representative, or agent of any member of the Company Group to leave his or her employment with any member of the Company Group to accept employment with any other person or entity; (b)induce any person who is an employee, officer or agent of the Company Group, or any of its affiliated, related or subsidiary entities to terminate such relationship; (c)solicit any customer of the Company Group, or any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executive’s employment for purposes of business which is competitive to the Company Group within the Territory; or (d)solicit, aid, induce, persuade or attempt to solicit, aid, induce or persuade any person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner. (e)For purposes of this Section 12, the term “solicit or persuade” includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or any additional compensation to encourage an employee of its subsidiaries the Company Group to terminate his employment, (iii) referring employees of the Company Group to personnel or affiliates to leave such employment in order to accept employment with agents employed by competitors, suppliers or render services to or customers of the Company Group, and (iv) initiating communications with any other person, firm, corporation person or other entity unaffiliated with the Company or knowingly take any action relating to materially assist or aid any other person, firm, corporation or other entity a possible Change in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) Control.

Appears in 4 contracts

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

Non-Solicitation. In During the event that Executive’s employment with the Executive receives Severance Payments under Section 5 Company and for the 6 month period thereafter, whether at the end of this Agreement the Employment Term or thereafter, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ). For ) or (ii) any customer of the avoidance Company or any of doubt, if a managerial level employee on his its subsidiaries or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken affiliates to purchase goods or services then sold by the Executive thereafter Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer (provided, that the foregoing shall not be deemed a breach of this apply to any product or service which is not covered by the non-competition provision set forth in Section 10(b 11(c), below).

Appears in 3 contracts

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

Non-Solicitation. In addition to the event restrictions in Section 2(a) above, the Covenantee also agrees that he will not during the Non-Compete Period: (i) solicit or encourage any officer or employee of the Parent or its direct or indirect subsidiaries or affiliates to terminate his or her relationship or employment with such entity; or (ii) on behalf of himself or any persons or entity, other than the Parent or any of its direct or indirect subsidiaries and affiliates, solicit business from any client of the Parent or its direct or indirect subsidiaries in the Parent's Field of Interest; provided, however, that the Executive receives Severance Payments under Section 5 foregoing provision will not prevent the Covenantee from employing or offering to employ any such person who has been terminated by the Parent or a subsidiary or affiliate prior to the commencement of employment discussions between the Covenantee and such employee, and the Covenantee will be permitted to hire and offer to hire non-shareholder employees of the Parent who are contacted as a result of the use of general newspaper or electronic advertisement and other general non-targeted recruitment techniques in the ordinary course of business and consistent with past practices as opposed to targeted solicitations of any one or more of the Parent's employees. For purposes of this Agreement, any reference to the Executive agrees that for subsidiaries of the two Parent shall be deemed to include all entities directly or indirectly controlled by it through an ownership of more than fifty percent ( 2 50%) year period following of the Date of Termination voting interests, the Executive will not term "affiliate" shall mean, with respect to any person or entity, any person or entity which directly or indirectly indirectly controls, individually is controlled by or on behalf of is under common control with such person or entity, and the term "person" shall mean an individual, a parent, an association, a partnership, a limited liability company, an estate, a trust, and any other person, firm, corporation entity or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) organization.

Appears in 3 contracts

Samples: Mediconsult Com Inc, Mediconsult Com Inc, Mediconsult Com Inc

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the The Executive agrees that during the course of the Executive’s employment with the Company and for the two a period of twelve ( 2 12) year period months following the Date termination of Termination the Executive’s employment with the Company for any reason, with or without Cause, whether upon the initiative of either the Executive or the Company, the Executive will not, directly or indirectly, individually or on behalf of the Executive or any other person individual, firm corporation, corporation partnership, limited liability company, association, trust or any other entity entity or organization (including a government or political subdivision or an agency or instrumentality thereof), knowingly directly or by assisting others, solicit, aid induce, persuade or induce encourage, or attempt to solicit, induce, persuade or encourage, any managerial level individual employed by the Company, with whom the Executive has worked, to terminate such employee’s position with the Company, whether or not such employee is a full-time or temporary employee of the Company and whether or any of its subsidiaries or affiliates to leave not such employment in order is pursuant to accept employment with a written agreement, for a determined period, or render services at will. The provisions of this Section 11(d) shall only apply to or with any other person, firm, corporation or other entity unaffiliated with those individuals employed by the Company at the time of solicitation or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated) attempted solicitation. For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach provisions of this Section 10(b) 11(d) shall not apply to outside advisors or other third-party service providers to the Company.

Appears in 3 contracts

Samples: Employment Agreement (Four Corners Property Trust, Inc.), Employment Agreement (Four Corners Property Trust, Inc.), Employment Agreement (Four Corners Property Trust, Inc.)

Non-Solicitation. In During the event that Executive's employment with the Executive receives Severance Payments under Section 5 Company and for the 6 month period thereafter, whether at the end of this Agreement the Employment Term or thereafter, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ). For ) or (ii) any customer of the avoidance Company or any of doubt, if a managerial level employee on his its subsidiaries or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken affiliates to purchase goods or services then sold by the Executive thereafter Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer (provided, that the foregoing shall not be deemed a breach of this apply to any product or service which is not covered by the non-competition provision set forth in Section 10(b 11(c), below).

Appears in 2 contracts

Samples: Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc)

Non-Solicitation. In addition to each Executive’s obligations under the event that the Executive receives Severance Payments under Section 5 of this Confidential Information Agreement, the Executive agrees that shall not for the a period of two (2) year period years following the Date Executive’s termination of Termination employment for any reason, the Executive will not either on Executive’s own account or jointly with or as a manager, directly agent, officer, employee, consultant, partner, joint venturer, owner or indirectly, individually stockholder or otherwise on behalf of any other person, firm firm or corporation, corporation directly or other entity indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, knowingly solicit however, aid or induce any managerial level that a general advertisement to which an employee of the Company or any of its subsidiaries or affiliates to leave such employment responds shall in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not no event be deemed to result in a breach of this Section 10(b 8(b) . Executive also agrees not to harass or disparage the Company or its employees, clients, directors or agents or divert or attempt to divert any actual or potential business of the Company. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8(b) is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

Appears in 2 contracts

Samples: Transition and Separation Agreement (Ardelyx, Inc.), Transition and Separation Agreement (Ardelyx, Inc.)

Non-Solicitation. In the event that the Executive receives payment of any Severance Payments Benefit under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination of his employment by the Company the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) 13.2.

Appears in 2 contracts

Samples: Restated Employment Agreement (Magellan Petroleum Corp /De/), Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the The Executive agrees that that, for the two (2) year period following the Date date of Termination termination of his employment with the Company, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation corporation, or other entity, knowingly solicit, aid aid, or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation corporation, or other entity unaffiliated with the Company Company, or knowingly take any action to materially assist or aid any other person, firm, corporation corporation, or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b). 10

Appears in 2 contracts

Samples: Employment Agreement (Magellan Petroleum Corp /De/), Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In During Executive’s employment with the event that Company and during the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) one year period following termination of the Date of Termination Executive’s employment with the 6 Company for any reason, the Executive will shall not, directly or indirectly, individually or whether on behalf of herself or any other person, firm, corporation person or other entity, knowingly solicit, aid entity (x) solicit any customer or induce client of the Company or any managerial level subsidiary with respect to any activity that is competitive with any business of the Company or any subsidiary conducted by the Company or such subsidiary as of the date of the termination of the Executive’s employment or (y) solicit or employ any employee of the Company or any subsidiary for the purpose of its subsidiaries causing such employee to terminate his or affiliates to leave such her employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take such subsidiary; provided, however, the parties hereto agree that the mere performance of duties for another entity that are typically performed by a chief financial officer shall not be considered to be “solicitation” of customers or clients under this Section 9(a), and provided further, however, that if Executive requests in writing, prior to any action to materially assist solicitation of a particular customer or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided client, that the foregoing Company waive Section 9(a)(x) with respect to such customer or client, and the Company determines in its reasonable discretion that it would be reasonable to grant such waiver, then the Company shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) grant such waiver.

Appears in 1 contract

Samples: Employment Agreement (Marsh & McLennan Companies, Inc.)

Non-Solicitation. In During the event that Executive’s employment with the Executive receives Severance Payments under Section 5 Company and for the 2 year period thereafter, whether at the end of this Agreement the Employment Term or thereafter, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ). For ) or (ii) any customer of the avoidance Company or any of doubt, if a managerial level employee on his its subsidiaries or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken affiliates to purchase goods or services then sold by the Executive thereafter Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer (provided, that the foregoing shall not be deemed a breach of this apply to any product or service which is not covered by the non-competition provision set forth in Section 10(b 11(c), below).

Appears in 1 contract

Samples: Executive Employment Agreement (Kaman Corp)

Non-Solicitation. In During the event that Executive’s employment with the Executive receives Severance Payments under Section 5 Company and for the six (6) month period thereafter, whether at the end of this Agreement the Employment Term or thereafter, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ). For ) or (ii) any customer of the avoidance Company or any of doubt, if a managerial level employee on his its subsidiaries or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken affiliates to purchase goods or services then sold by the Executive thereafter Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer (provided, that the foregoing shall not be deemed a breach of this apply to any product or service which is not covered by the non-competition provision set forth in Section 10(b 11(c), below).

Appears in 1 contract

Samples: Executive Employment Agreement (Clinical Data Inc)

Non-Solicitation. In During the event that the Executive receives Severance Payments under Section 5 of this Agreement Non-Compete Term, the Executive EXECUTIVE agrees that for the two (2) year period following the Date of Termination not to solicit for, the Executive will not or divert or attempt to divert, directly or indirectly, individually any business of any of the COMPANY or on behalf its subsidiaries, that is or was (in each case) part of the Business or under active development by the Business during the EXECUTIVE'S employment under this Agreement, or any customers or suppliers of the COMPANY or its subsidiaries, that is or was (in each case) part of the Business or under active development to incorporate into the Business during the EXECUTIVE'S employment under this Agreement to any competitor of the same. The EXECUTIVE agrees that during the Non-Compete Term, he shall not interfere with the business of the COMPANY by directly or indirectly soliciting, attempting to solicit, inducing or otherwise deliberately causing any person who at any time within the previous one (1) year period shall have been an employee or independent contractor of the COMPANY or its subsidiaries to terminate his or her employment to become employed by or associated with any other person, firm or corporation, and the EXECUTIVE shall not approach any such employee or independent contractor for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. Nothing in this paragraph 6(e) shall prevent the EXECUTIVE from, directly or indirectly, employing or contracting with any person who contacts the EXECUTIVE, or any other person, firm, or corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt EXECUTIVE may be associated, if a managerial level employee on his or her such person's own initiative contacts without any solicitation by or encouragement from the Executive for EXECUTIVE or shall apply to any solicitation directed at the primary purpose public or the industry in general, and not targeted to particular employees or independent contractors of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) COMPANY or its subsidiaries described in the immediately preceding sentence.

Appears in 1 contract

Samples: Form of Stock Option Agreement (Luxtec Corp /Ma/)

Non-Solicitation. In During the event that Original Term or any Renewal Term and for a period of twelve months from the Executive receives Severance Payments under Section 5 date of this Agreement any termination of employment, the Executive Employee covenants and agrees that for the two Employee ( 2 a) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid solicit or induce any managerial level present or future employee of the Company or any Subsidiary to accept employment with Employee or with any business, corporation, partnership, association, agency, or other person or other entity with which Employee may be associated, (b) will not employ or cause any business, corporation, partnership, association agency, or other person or entity with which Employee may be associated to employ any present or future employee of the Company or any Subsidiary without providing the Company with ten (10) days' prior written notice of such proposed employment and (c) will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for or solicit the third party property owners with whom the Company or any of its subsidiaries or affiliates has an existing property management agreement as of the Effective Date as set forth in any of the schedules to leave such the Contribution Agreement. This Paragraph 10 shall survive the termination of this Agreement. Notwithstanding the foregoing, effective on the first anniversary of the Effective Date this Section 10 shall be amended to reflect the terms of the non-solicitation clause then included in the standard employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with agreement used by the Company or knowingly take any action to materially assist or aid any for other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) executive officers.

Appears in 1 contract

Samples: Contribution Agreement (Gables Residential Trust)

Non-Solicitation. In During the event two-year period beginning on the date of termination of the OFFICER's employment with the COMPANY (the "Restricted Period"), neither the OFFICER nor any Controlled Affiliate will, without the prior written consent of the Company, solicit for employment, employ in any capacity or advise or recommend to any other person that it employ or solicit for employment any person who is, on the date hereof or who hereafter becomes, prior to the termination of the OFFICER's employment with the COMPANY, a Professional Associate of the COMPANY, AmerUs or any COMPANY-Related Entity and who was employed by or under contract with such entity within twelve (12) months before the time of such solicitation, employment, advice or recommendation. A "Professional Associate" is any person or entity who is an officer, executive, manager or agent of the Company, AmerUs or any COMPANY-Related Entity. A "COMPANY-Related Entity" means all subsidiaries and affiliates of the COMPANY and of AmerUs, together with allied marketing organizations, insurance sales general agents, brokers, agents and agencies, joint venture partners and other allied organizations. During the Restricted Period, the OFFICER shall not initiate or facilitate the employment of any Professional Associate by any other person, it being understood that this means that the Executive receives Severance Payments under Section 5 of OFFICER shall have no contact regarding such employment with any Professional Associate so employed prior to such employment and that the OFFICER shall not suggest or otherwise indicate to any other person that such person should approach or otherwise contact such Professional Associate. As used in this Agreement, "Controlled Affiliate" means any company, partnership, firm or other entity as to which the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not OFFICER possesses, directly or indirectly, individually the power to direct or on behalf cause the direction of any other person, firm, corporation or other the management and policies of such entity, knowingly solicit whether through the ownership of voting securities, aid by contract or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated) otherwise. For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach purposes of this Section 10(b IV(A) , the terms "employ" and "employment" include any relationship under which services are provided in return for compensation. Notwithstanding the foregoing, this Section IV(A) will not apply if the OFFICER's employment is terminated by the COMPANY without Cause and the OFFICER is not entitled to receive any severance benefits.

Appears in 1 contract

Samples: Amerus Group Co/Ia

Non-Solicitation. In Except as necessary, appropriate or desirable to perform his duties to the event that Company during his employment, Executive shall not during the Executive receives Severance Payments under Section 5 of this Agreement Restricted Period, the Executive agrees that for the two without CLNY’s prior written consent, ( 2 i) year period following the Date of Termination, the Executive will not, directly or indirectly, individually on his own behalf or on behalf of for any other person, firm, corporation or other entity Person, knowingly solicit, aid (A) solicit or induce any managerial level officer, director, employee or independent contractor of the Company who is a natural person that provides consulting or advisory services with respect to sourcing or consummating financings or investments, in either case to terminate his or her relationship with the Company, or (B) hire any such individual whom Executive knows left the employment of its subsidiaries the Company during the previous 12 months or affiliates to leave such employment in order to accept employment with (ii) directly or render services to indirectly, on his own behalf or with for any other person Person, firm solicit or induce any investors to terminate (or diminish in any material respect) his, corporation her or other entity unaffiliated its relationship with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated) Company. For the avoidance of doubt, if a managerial level employee on his identification or her own initiative contacts the Executive for the primary purpose of securing alternative employment doing business with or co-investing with any limited partners, any action taken investors, financing sources or capital markets intermediaries with regard to activity that is not prohibited by the Executive thereafter Section 3 above shall not be deemed 093331-5834-35947746.5 to be a breach of this Section 10(b) 4 or otherwise. Executive shall not be in violation of this Section 4 by reason of providing a personal reference for any officer, director or employee of the Company or soliciting individuals for employment through a general advertisement not targeted specifically to officers, directors or employees of the Company.

Appears in 1 contract

Samples: Restrictive Covenant Agreement (Colony Capital, Inc.)

Non-Solicitation. In Executive shall not, during the event that the Executive receives Severance Payments under Section 5 Term and for a period of this Agreement, the Executive agrees that for the two (2) year period 12 months following the Date of Termination Termination (the “Non-Solicitation Period”), the Executive will not either personally or by directing, directly assisting or indirectly, individually encouraging his agent and whether for himself or on behalf of any other person, firm, corporation person or other entity, knowingly solicit, aid directly or induce indirectly hire or solicit any managerial level employee or consultant of the Company Employer, including by attempting, directly or any of its subsidiaries or affiliates indirectly, to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring persuade any such employee (provided or consultant to discontinue his/her status of employment or consultancy with the Employer to become an employee or consultant of any other person or entity. Additionally, that during the foregoing Non-Solicitation Period, Executive shall not not, for himself or on behalf of any person or entity, directly solicit any established customer of the Employer or the Company for the purpose of causing such customer to purchase goods, services or a combination of goods and services from another person or entity in lieu of goods, services or a combination thereof from the Employer or the Company. For purposes of this Agreement, an “established customer” shall be violated by given the broadest possible interpretation under Oklahoma law. Nothing contained in this provision is intended to prohibit general advertising or solicitation not targeted specifically directed at Company employees nor by serving as a reference for an employee with regard to an entity with which any or all of the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his Employer’s customers or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) employees.

Appears in 1 contract

Samples: Employment Agreement (Chaparral Energy, Inc.)

Non-Solicitation. In addition to Executive’s obligations under the event that the Executive receives Severance Payments under Section 5 of this Confidential Information Agreement, the Executive agrees that shall not for the two a period of one ( 2 1) year period years following the Date of Termination Resignation Date, the Executive will not either on Executive’s own account or jointly with or as a manager, directly agent, officer, employee, consultant, partner, joint venturer, owner or indirectly, individually stockholder or otherwise on behalf of any other person, firm firm or corporation, corporation directly or other entity indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, knowingly solicit however, aid or induce any managerial level that a general advertisement to which an employee of the Company or any of its subsidiaries or affiliates to leave such employment responds shall in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not no event be deemed to result in a breach of this Section 10(b 8(b) . Executive also agrees not divert or attempt to divert any actual or potential business of the Company. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8(b) is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

Appears in 1 contract

Samples: Transition and Separation Agreement (Ardelyx, Inc.)

Non-Solicitation. In consideration of the event that the Executive receives Severance Payments under Section 5 of Company entering into this Agreement, the Executive agrees that for the two (2) year period following commencing on the Effective Date and ending on the expiration of Termination the Restricted Period, the Executive will not hereby covenants and agrees that he shall not individually or in cooperation with any other person or entity do any of the following: (a)solicit, aid, induce or persuade, directly or indirectly, individually any person who is an employee, representative, or on behalf agent of any member of the Company Group to leave his or her employment with any member of the Company Group to accept employment with any other person person or entity; (b)induce any person who is an employee, firm officer or agent of the Company Group to terminate such relationship; (c)solicit any customer of the Company Group, corporation or other entity any person or entity whose business the Company Group had solicited during the 180-day period prior to termination of the Executive’s employment, knowingly for purposes of engaging in any business which is competitive with the Company Group within the Territory; or (d)solicit, aid, induce, persuade or attempt to solicit, aid aid, induce or induce persuade any managerial level person or entity to take any action that would result in a Change in Control of the Company or to seek to control the Board in a material manner without prior written consent of the Board. (e)For purposes of this Section 12 the term “solicit or persuade” includes, but is not limited to, (i) initiating communications with an employee of the Company Group relating to possible employment, (ii) offering bonuses or any additional compensation to encourage an employee of its subsidiaries or affiliates the Company Group to leave such employment in order to accept employment with or render services to or terminate his employment, and (iii) initiating communications with any other person person or entity relating to a possible Change in Control. (f)Notwithstanding anything to the contrary contained herein, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, neither any action taken by the Executive thereafter in the course of carrying out his duties under this Agreement nor the Executive’s response to an unsolicited request for an employment reference regarding any former employee of the Company Group shall not be deemed a breach violation of this Section 10(b) 12.

Appears in 1 contract

Samples: Employment Agreement (SPRINT Corp)

Non-Solicitation. In consideration of the event that promises contained herein and the consideration to be received by the Executive receives Severance Payments under Section 5 hereunder (including, without limitation, the potential compensation described in Sections 8, 9, 11 and 13, if any), without the prior written consent of this Agreement the Company, during the Term (and except for the benefit of the Company Entities) and, subject to applicable law, for a period of twelve (12) months immediately following the Executive’s separation from the Company, however caused, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will shall not, directly or indirectly, individually either for or on behalf of herself or any other person, firm, corporation person or other entity, knowingly solicit, aid solicit or induce or attempt to solicit or induce any managerial level employee employee, consultant or independent contractor of the any Company Entity, to discontinue employment or any of its subsidiaries engagement with such Company Entity; or affiliates otherwise interfere or attempt to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated interfere with the relationships between the any Company Entity, and their employees, consultants, or knowingly take independent contractors. This provision does not apply to any action employee or contractor who responds to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by a general advertising advertisement not targeted at any specific employees or contractors of any Company employees nor by serving as a reference for an Entity or to any employee or contractor who independently seeks employment with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his Executive’s subsequent employer through no solicitation or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken contact by the Executive thereafter shall not be deemed a breach of this Section 10(b) Executive.

Appears in 1 contract

Samples: Employment Agreement (Shift Technologies, Inc.)

Non-Solicitation. In the event that the Executive Employee receives Severance Payments under payment of the severance benefits described in Section 5 of this Agreement 6.1 hereof, the Executive Employee agrees that for the two (2) year period following the Date date of Termination, termination hereof the Executive Employee will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive Employee is not affiliated). For the avoidance of doubt, if a managerial level employee on his her or her own initiative contacts the Executive Employee for the primary purpose of securing alternative employment, any action taken by the Executive Employee thereafter shall not be deemed a breach of this Section 10(b 12(b).

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive Employee receives Severance Payments under Section 5 payment of this Agreement the severance benefits described in Sections 6.1 and 7(b) hereof, the Executive Employee agrees that for the two (2) year period following the Date date of Termination, termination hereof the Executive Employee will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive Employee is not affiliated). For the avoidance of doubt, if a managerial level employee on his her or her own initiative contacts the Executive Employee for the primary purpose of securing alternative employment, any action taken by the Executive Employee thereafter shall not be deemed a breach of this Section 10(b 12(b).

Appears in 1 contract

Samples: Amended Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive receives is entitled to receive Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee ( provided, provided that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 1 contract

Samples: Amended and Restated Change in Control Agreement (KAMAN Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments Benefits under Section 5 9 of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination hereof the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 14(b).

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the - 9 - Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 1 contract

Samples: Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order - 9 - to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 1 contract

Samples: Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b). 10(b).9

Appears in 1 contract

Samples: Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For affiliated).For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 1 contract

Samples: Change in Control Agreement (Kaman Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments payment of severance benefits under Section 5 of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination of his employment by the Company the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 13(b).

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 payment of this Agreement the severance benefits described herein, the Executive agrees that for the two (2) year period following the Date date of Termination, termination of his employment by the Company the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 15(c).

Appears in 1 contract

Samples: Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that the Executive receives Severance Payments severance benefits under Section 5 8(d) of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination, termination the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its their subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 11(b).

Appears in 1 contract

Samples: Executive Employment Agreement (KAMAN Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments severance benefits under Section 5 8(d) of this Agreement, the Executive agrees that for the two (2) year period following the Date date of Termination termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b 11(b).

Appears in 1 contract

Samples: Executive Employment Agreement (Kaman Corp)

Non-Solicitation. In the event that you are entitled to receive the Executive receives Severance Payments under Section 5 of this Agreement Completion Bonus, the Executive agrees you agree that for the two (2) year period following the Date of Termination Completion Date, the Executive you will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee ( provided, provided that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is you are not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive you for the primary purpose of securing alternative employment, any action taken by the Executive you thereafter shall not be deemed a breach of this Section 10(b 4(b).

Appears in 1 contract

Samples: KAMAN Corp

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the The Executive agrees that for the two twelve ( 2 12) year month period following the Date of Termination, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly (i) solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee ( provided, provided that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated ) ) or (ii) induce or attempt to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Company or any of its subsidiaries to cease doing business with the Company or any of its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or other person and the Company or any of its subsidiaries. For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b).

Appears in 1 contract

Samples: Change in Control Agreement (Matthews International Corp)

Non-Solicitation. In the event that the Executive receives Severance Payments under Section 5 of this Agreement, the The Executive agrees that that, for the two (2) year period following the Date date of Termination termination of his employment with the Company, the Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation corporation, or other entity, knowingly solicit, aid aid, or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation corporation, or other entity unaffiliated with the Company Company, or knowingly take any action to materially assist or aid any other person, firm, corporation corporation, or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is not affiliated) . For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive for the primary purpose of securing alternative employment, any action taken by the Executive thereafter shall not be deemed a breach of this Section 10(b) .

Appears in 1 contract

Samples: Amended and Restated Employment Agreement (Magellan Petroleum Corp /De/)

Non-Solicitation. In the event that While the Executive receives Severance Payments under Section 5 is employed by the Corporation and for a period of this Agreement, one year after the Executive agrees that termination of such employment for the two (2) year period following the Date of Termination any reason, the Executive will not, not directly or indirectly, individually indirectly either alone or on behalf of any other person, firm, corporation or other entity, knowingly in association with others (i) solicit, aid or induce permit any managerial level organization directly or indirectly controlled by the Employee to solicit, any employee of the Company or any of its subsidiaries or affiliates Corporation to leave such employment in order the employ of the Corporation, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Employee to accept solicit for employment, or hire or engage as an independent contractor, any person who was employed by the Corporation at any time during the term of the Employee’s employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee ( Corporation; provided, that the foregoing this clause (ii) shall not be violated by general advertising not targeted at Company employees nor by serving as apply to the solicitation, hiring or engagement of any individual whose employment with the Corporation has been terminated for a reference for an employee with regard to an entity with which period of six months or longer. Notwithstanding the Executive is not affiliated). For the avoidance of doubt foregoing, if a managerial level employee on his or her own initiative contacts Executive wishes to solicit any such Employee, he may seek consent for such solicitation from the Executive for Compensation Committee of the primary purpose of securing alternative employment Board, any action taken by the Executive thereafter shall which consent will not be deemed a breach of this Section 10(b) unreasonably withheld and, if given, must be in writing.

Appears in 1 contract

Samples: Employment Agreement (First Marblehead Corp)

Non-Solicitation. In You hereby agree that, in consideration of the event that the Executive receives Severance Payments under payments provided for in Section 5 3 of this Agreement, the Executive agrees that for the two (2) two-year period immediately following the Retirement Date of Termination, the Executive you will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is you are not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive you for the primary purpose of securing alternative employment, any action taken by the Executive you thereafter shall not be deemed a breach of this Section 10(b) 7.

Appears in 1 contract

Samples: KAMAN Corp

Non-Solicitation. In You hereby agree that, in consideration of the event that the Executive receives Severance Payments under payments provided for in Section 5 3 of this Agreement, the Executive agrees that for the two (2) two-year period immediately following the Retirement Date of Termination, the Executive you will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee (provided, that the foregoing shall not be violated by general advertising not targeted at Company employees nor by serving as a reference for an employee with regard to an entity with which the Executive is you are not affiliated). For the avoidance of doubt, if a managerial level employee on his or her own initiative contacts the Executive you for the primary purpose of securing alternative employment, any action taken by the Executive you thereafter shall not be deemed a breach of this Section 10(b) Section.

Appears in 1 contract

Samples: KAMAN Corp