Common use of Restrictions on Competition Clause in Contracts

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two (2) years following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the future; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two three (23) years following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year eighteen (18) months following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the future; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).

Restrictions on Competition. Executive covenants and agrees that --------------------------- during the period of Executive’s 's employment hereunder plus a period of two years (2or such longer period, not in excess of three years, in respect of which base salary is paid to Executive pursuant to (S) years 2.04 or 2.05) following the termination of Executive’s 's employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s 's employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “"Competing Business” " shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products Products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s 's employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not material to the business or prospects of the Company and which product or service the Company’s 's Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., participate. In the event the employment of Executive can work for an entity that has products that compete with terminates at the conclusion of the Term before Executive obtains the age of 65 and because the Company if he is appropriately isolated from has elected not to further extend the portions Term pursuant to (S) 1.02, then the provisions of this (S) 4.05 and (S)'s 4.06 and 4.07 shall not be applicable after the conclusion of the Term unless the Company advises Executive at least six months prior to conclusion of the Term that entity that compete)it will continue to pay the Base Salary in effect at conclusion of the Term for such two-year period or such shorter portion thereof as the Company may specify (which specification shall foreshorten such two-year period accordingly) and the Company pays such amounts during such two-year or shorter period.

Restrictions on Competition. Executive covenants and agrees that --------------------------- during the period of Executive’s 's employment hereunder plus a period of two years (2or such longer period, not in excess of three years, in respect of which base salary is paid to Executive pursuant to (S) years 2.04 or 2.05) following the termination of Executive’s 's employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s 's employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “"Competing Business” " shall mean and include any person, corporation or other entity which develops, manufactures, sells, sells markets or attempts to develop, manufacture, sell or market any product or services which are the same as, as or similar to or compete with the products Products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s 's employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of terminationhereunder; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not material to the business or prospects of the Company and which product or service the Company’s 's Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., participate. In the event the employment of Executive can work for an entity that has products that compete with terminates at the conclusion of the Term before Executive obtains the age of 65 and because the Company if he is appropriately isolated from has elected not to further extend the portions Term pursuant to (S) 1.02, then the provisions of this (S) 4.05 and (S)'s 4.06 and 4.07 shall not be applicable after the conclusion of the Term unless the Company advises Executive at least six months prior to conclusion of the Term that entity that compete)it will continue to pay the Base Salary in effect at conclusion of the Term for such two-year period or such shorter portion thereof as the Company may specify (which specification shall foreshorten such two-year period accordingly) and the Company pays such amounts during such two-year or shorter period.

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two years (2or such longer period, not in excess of three years, in respect of which base salary is paid to Executive pursuant to § 2.04 or 2.05) years following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products Products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not material to the business or prospects of the Company and which product or service the Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete). In the event the employment of Executive terminates at the conclusion of the Term before Executive obtains the age of 65 and because the Company has elected not to further extend the Term pursuant to § 1.02, then the provisions of this § 4.05 and §’s 4.06 and 4.07 shall not be applicable after the conclusion of the Term unless the Company advises Executive at least six months prior to conclusion of the Term that it will continue to pay the Base Salary in effect at conclusion of the Term for such two-year period or such shorter portion thereof as the Company may specify (which specification shall foreshorten such two-year period accordingly) and the Company pays such amounts during such two-year or shorter period.

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two one (21) years year following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products Products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not important to the business or prospects of the Company and which product or service the Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such a competing product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two one (21) years year following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this the Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products Products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not important to the business or prospects of the Company and which product or service the Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such a competing product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).

Restrictions on Competition. Executive covenants and agrees --------------------------- that during the period of Executive’s 's employment hereunder plus a period of two (2) years (or such longer period, not in excess of three (3) years, in respect of which base salary is paid to Executive pursuant to (S) 2.04 or 2.05) following the termination of Executive’s 's employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s 's employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “"Competing Business” " shall mean and include any person, corporation or other entity which develops, manufactures, sells, sells or markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s 's employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for -------- ------- purposes -12- of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Executive determines is not material to the business or prospects of the Company and which product or service the Company’s 's Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., participate. In the event the employment of Executive can work for an entity that has products that compete with terminates at the conclusion of the Term before Executive obtains the age of 65 and because the Company if he is appropriately isolated from has elected not to further extend the portions Term pursuant to (S) 1.02, then the provisions of this (S) 4.05 and (S)'s 4.06 and 4.07 shall not be applicable after the conclusion of the Term unless the Company advises Executive at least six months prior to conclusion of the Term that entity that compete)it will continue to pay the Base Salary in effect at conclusion of the Term for such two-year period or such shorter portion thereof as the Company may specify (which specification shall foreshorten such two-year period accordingly) and the Company pays such amounts during such two-year or shorter period.

Restrictions on Competition. Executive Employee covenants and agrees that during the period of ExecutiveEmployee’s employment hereunder plus and for a period of two one (21) years year following the termination of ExecutiveEmployee’s employmentemployment for any reason, including including, without limitation limitation, termination by the Company for cause or without cause, Executive Employee shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, not engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any business in the United States of America which is a “Competing Business”; provided, however, that with respect Employee shall have the right to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s accept employment with a Competing Business whose business is diversified, if the employment is with a part of that business which is not a Competing Business and if, prior to accepting such employment, Employee furnishes written assurances reasonably satisfactory to the Company (from such Competing Business and from Employee that Employee will not render services directly or indirectly in lieu of the longer period described at the beginning of this sentence). connection with any “Competing Product.” For purposes of this Agreement, the term “Competing Business” Business shall mean and include any person, corporation corporation, or other entity which develops, manufactures, sells, markets sells or attempts to develop, manufacture, sell or market any product or services which are the same as, or similar to or compete with the products and services (i) sold offered by the Company at any time and from time to time during the last three two (2) years prior to the termination of ExecutiveEmployee’s employment hereunder or (ii) which are active research and development projects of from the Company of which Executive is aware at the time of termination; providedCompany. “Competing Product” means any product, howeverprocess, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity person or organization other than the Company, which Company’s Boardcompetes with a product, having been requested to do so by Executive, determines is insignificant and not important to the Company in the future; or (y) any product process or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in or its subsidiaries, upon or with which Employee works during the developmentterm of Employee’s employment by the Company, manufacture, sale or marketing about which Employee acquires Confidential Information during the term of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).Employee’s

Restrictions on Competition. Executive covenants and agrees that during the period of Executive’s employment hereunder plus a period of two three (23) years following the termination of Executive’s employment, including without limitation termination by the Company for cause or without cause, Executive shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year 18 months following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “Competing Business” shall mean and include any person, corporation or other entity which develops, manufactures, sells, markets or attempts to develop, manufacture, sell or market any product or services which are the same as, similar to or compete with the products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of termination; provided, however, that for purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which Company’s Board, having been requested to do so by Executive, determines is insignificant and not important to the Company in the future; or (y) any product or service of any entity so long as the Executive and such entity can demonstrate to the reasonable satisfaction of the Company that Executive is and will continue to be effectively isolated from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with the Company if he is appropriately isolated from the portions of that entity that compete).

Restrictions on Competition. Executive Chairman covenants and agrees --------------------------- that during the period of Executive’s Chairman's employment hereunder plus a period of two (2) three years following the termination of Executive’s Chairman's employment, including without limitation termination by the Company for cause or without cause, Executive Chairman shall not, in the United States of America or in any other country of the world in which the Company has done business at any time during the last three years prior to termination of Executive’s Chairman's employment with the Company, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business; provided, however, that with respect to a termination of employment occurring during the Change of Control Protection Period, the foregoing restriction shall apply for a period of one year following the termination of Executive’s employment with the Company (in lieu of the longer period described at the beginning of this sentence). For purposes of this Agreement, the term “"Competing Business” " shall mean and include any person, corporation or other entity which develops, manufactures, sells, sells or markets or attempts to develop, manufacture, sell or market any product or services which are the same as, as or similar to or compete with the products and services (i) sold by the Company at any time and from time to time during the last three years prior to the termination of Executive’s Chairman's employment hereunder or (ii) which are active research and development projects of the Company of which Executive is aware at the time of terminationhereunder; provided, however, that for -------- ------- purposes of determining what constitutes a Competing Business there shall not be included (x) any product or service of any entity which product or service Chairman determines is not material to the business or prospects of the Company and which product or service the Company’s 's Board, having been requested to do so by ExecutiveChairman, determines is insignificant and not important to the Company in the futurealso so determines; or (y) any product or service of any entity so long as the Executive Chairman and such entity can demonstrate to the reasonable satisfaction of the Company that Executive Chairman is and will continue to be effectively isolated isolate from and not participate in the development, manufacture, sale or marketing of such product or service, but only so long as Executive Chairman is effectively so isolated and does not so participate (i.e., Executive can work for an entity that has products that compete with participate. In the event the employment of Chairman terminates at the conclusion of the Term before Chairman obtains the age of 65 and because the Company if he is appropriately isolated from has elected not to further extend the portions Term pursuant to (S) 1.02, then the provisions of this (S) 4.05 and (S)'s 4.06 and 4.07 shall not be applicable after the conclusion of the Term unless the Company advises Chairman at least six months prior to conclusion of the Term that entity that compete)it will continue to pay the Base Salary in effect at conclusion of the Term for such two-year period or such shorter portion thereof as the Company may specify (which specification shall foreshorten such two-year period accordingly) and the Company pays such amounts during such two-year or shorter period.