Common use of Noncompete, Nonsolicitation Clause in Contracts

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the Employment Period and (i) if the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE (12) MONTHS thereafter, (ii) if the Employment Period is terminated pursuant to Section 2(d)(i)(A), then for a period ending on the earlier of (x) February 4, 2002 and (y) the third anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of thirty-six (36) months thereafter (the "Noncompete Period"), he shall not directly or indirectly own, operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may be used as substitute for the product, or service, of the Company, its Subsidiaries or any business in competition with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Employment Period, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses as of the date of termination of the Employment Period. Nothing herein shall prohibit the Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 2(d)(i)(A) above, or (ii) the Company or Pen-Tab shall be insolvent or shall become bankrupt.

Noncompete, Nonsolicitation. (ao) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and Companies he will become familiar, familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its SubsidiariesCompanies. Therefore, the Executive agrees that, during the Employment Period time he is employed by the Companies pursuant hereto and (i) if thereafter for the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE time of five (125) MONTHS thereafter, years (ii) if until the Employment Period payment in full of the Senior Secured Notes (as defined in the Subordinated Note Purchase Agreement) and any indebtdness incurred in connection with any extensions, renewals, replacements or refinancing of the indebtedness evidenced thereby in the extent that all or any portion of the Subordiantd Loan has been transferred or assigned to any person who is terminated pursuant to Section 2(d)(i)(Anot a “Permitted Assignee” (as defined in the Subordinated Note Purchase Agreement)(the “Noncompete Period”), then for a period ending on the earlier of (x) February 4, 2002 and (y) the third anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of thirty-six (36) months thereafter (the "Noncompete Period"), he Executive shall not directly or indirectly own, operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may whose business is substantially similar to the Business (as defined in the first “Whereas” clause of this Agreement, and for purposes of this Section 17, shall be used as substitute for limited to the product, or service, retail aspects of the Company, its Subsidiaries or any business in competition with the businesses of the Company or its Subsidiaries Business) as such businesses exist business exists or are is in process on the date of the termination of the Employment PeriodExecutive’s employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to Companies engage in such businesses as of Business on the date of the termination of the Employment Period. Nothing Executive’s employment; provided, however, that nothing herein shall prohibit the Executive either directly or indirectly from being a passive owner owning, managing, controlling or engaging in any business which competes with the Companies in areas other than the retail sale of not more than 5% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 2(d)(i)(A) above, or (ii) the Company or Pen-Tab shall be insolvent or shall become bankruptpropane gas.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and Companies he will become familiar, familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its SubsidiariesCompanies. Therefore, the Executive agrees that, during the Employment Period time he is employed by the Companies pursuant hereto and (i) if thereafter for the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE time of five (125) MONTHS thereafter, years (ii) if until the Employment Period payment in full of the Senior Secured Notes (as defined in the Subordinated Note Purchase Agreement) and any indebtdness incurred in connection with any extensions, renewals, replacements or refinancing of the indebtedness evidenced thereby in the extent that all or any portion of the Subordiantd Loan has been transferred or assigned to any person who is terminated pursuant to Section 2(d)(i)(Anot a “Permitted Assignee” (as defined in the Subordinated Note Purchase Agreement)(the “Noncompete Period”), then for a period ending on the earlier of (x) February 4, 2002 and (y) the third anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of thirty-six (36) months thereafter (the "Noncompete Period"), he Executive shall not directly or indirectly own, operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may whose business is substantially similar to the Business (as defined in the first “Whereas” clause of this Agreement, and for purposes of this Section 17, shall be used as substitute for limited to the product, or service, retail aspects of the Company, its Subsidiaries or any business in competition with the businesses of the Company or its Subsidiaries Business) as such businesses exist business exists or are is in process on the date of the termination of the Employment PeriodExecutive’s employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to Companies engage in such businesses as of Business on the date of the termination of the Employment Period. Nothing Executive’s employment; provided, however, that nothing herein shall prohibit the Executive either directly or indirectly from being a passive owner owning, managing, controlling or engaging in any business which competes with the Companies in areas other than the retail sale of not more than 5% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 2(d)(i)(A) above, or (ii) the Company or Pen-Tab shall be insolvent or shall become bankruptpropane gas.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the Employment Period and (i) if the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE twelve (12) MONTHS months thereafter, (ii) if the Employment Period is terminated pursuant to Section 2(d)(i)(A), then for a period ending on the earlier of (x) February 4, 2002 and (y) the third second anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of thirtytwenty-six four (3624) months thereafter (the "Noncompete Period"), he shall not directly or indirectly own, ----------------- operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may be used as substitute for the product, or service, of the Company, its Subsidiaries or any business in competition with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Employment Period, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses as of the date of termination of the Employment Period. Nothing herein shall prohibit the Executive from being a passive owner of not more than 5% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 2(d)(i)(A) above, or (ii) the Company or Pen-Tab shall be insolvent or shall become bankrupt.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees Sellers agree that, during the Employment Period and (i) if the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE (12) MONTHS thereafter, (ii) if commencing on the Employment Period is terminated pursuant to Section 2(d)(i)(A), then for a period date hereof and ending on the earlier of (x) February 4, 2002 and (y) the third anniversary date of the date of termination, or Closing (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B“Noncompete Period”), other than as a result of the Executive's deaththey shall not, then for a period of thirty-six (36) months thereafter (the "Noncompete Period")and they shall cause their Subsidiaries not to, he shall not directly or indirectly own(whether for compensation or otherwise) own or hold any interest in, manage, operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide render services for, or in any manner engage participate in any business (including by himself that competes, directly or in association with any personindirectly, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may be used as substitute for the product, or service, of the Company, its Subsidiaries or any business in competition with the businesses of the Company or its Subsidiaries Business as such businesses exist or are in process it exists on the date Closing Date, either as a general or limited partner, manager, managing member, proprietor, shareholder, agent or otherwise, except in connection with the ordinary course business operations of VF Outlet, Inc. and provided, that nothing herein shall (i) prohibit the termination of the Employment Period, within acquisition (or subsequent ownership) by any geographical area in which the Company Seller or any of its Subsidiaries engages or plans to engage in such businesses Affiliates of any company having, as of the date which is six months from the closing of termination such acquisition and for the remainder of the Employment Noncompete Period. Nothing herein shall prohibit the Executive from being a passive owner of not , no more than 510% of the outstanding stock of a corporation which is publicly tradedits sales, and which is a direct competitor no more than $25 million in annual gross revenue, attributable to the development, manufacturing, marketing, licensing, advertising and sales of the Company women’s undergarments and intimate apparel or (ii) prohibit any Seller or any of its SubsidiariesAffiliates from (A) conducting its businesses as currently conducted (including, so long as from time to time, incorporating women’s undergarments and intimate apparel into a comprehensive offering of Sellers’ and their Affiliates’ lifestyle brands, where the Executive has no active participation women’s undergarments and intimate apparel are not the primary focus of the offering), it being understood and agreed that none of its businesses primarily develop, manufacture, market, license, advertise or sell women’s undergarments or intimate apparel, (B) developing, manufacturing, marketing, licensing, advertising or selling products in the business areas of such corporationactivewear, sports and fitness wear or (C) subject to Section 7.04, licensing its trademarks and tradenames to third parties for use on women’s undergarments and intimate apparel. Anything herein to the contrary notwithstandingThe Sellers acknowledge that, during the Noncompete Period Period, Buyer will conduct the Business nationally and internationally and agree that the noncompetition restrictions set forth herein provisions in this Section 5.07 shall immediately terminate and be of no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of operate (i) a default by throughout the Company United States in each state in which the Sellers have conducted or Pen-Tab in Buyer is conducting the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 2(d)(i)(A) above, or and (ii) outside the Company United States in any country in which the Sellers have conducted or PenBuyer is conducting the Business, at any time. The Sellers agree and acknowledge that the potential harm to Buyer of the non-Tab shall be insolvent enforcement of the provisions hereof outweighs any harm to the Sellers of the enforcement of such provisions by injunction or shall become bankruptotherwise. The Sellers expressly acknowledge and agree that restraints imposed by this Section 5.07 are reasonable with respect to subject matter, time period and geographical area.