Common use of Noncompetition Obligations Clause in Contracts

Noncompetition Obligations. The Executive agrees that at all time during the period of the Executive’s employment by the Company and for a period of twelve (12) months after termination or cessation of such employment by the Company for Noncompete Cause or by the Executive, with or without Good Reason, the Executive’s will not, directly or indirectly, alone or in any capacity, including as an owner, partner, member, officer, shareholder, director, consultant, agent, co-venturer, or employee of any entity engage in Competitive Acts for any Competitor; provided, however, that the record or beneficial ownership of 1.0% or less of outstanding publicly traded capital stock of any entity shall not be deemed, in and of itself, to be in violation of this Section. The Executive understands that, unless this non-competition obligation is waived by the Company, the Company will pay the Executive, during the twelve (12) months immediately following the Executive’s employment, as part of its regular payroll process, 50% of the Executive’s highest annualized based salary paid to the Executive within the two years preceding the Executive’s termination (the “Non-Compete Payments”). For the purposes of clarity, this Section shall not be effective (and the Non-Compete Payments shall not be paid), in the event that the Executive is terminated by the Company without Noncompete Cause or laid off. “Noncompete Cause” is defined as a termination of the Executive’s employment due to the Company’s dissatisfaction with the Executive’s job performance, conduct or behavior.