Common use of Termination Competition Clause in Contracts

Termination Competition. Anything herein to the contrary notwithstanding, if within two (2) years after involuntary termination (including resignation with Good Reason), the Executive engages in Competition with the Company (without prior authorization given by the Committee in writing), or, if the Executive is discharged by the Company or its subsidiaries for Cause, payments otherwise payable under this Agreement to the Executive or the Executive’s Surviving Spouse will, in the sole discretion of the Committee, be forfeited and the Company will have no further obligation under this Agreement to the Executive or the Executive’s Surviving Spouse. Anything herein to the contrary notwithstanding, no benefits are payable under this Agreement if the Executive engages in Competition with the Company at any time before, during or after his voluntary resignation (except in the case of Competition with the Company that begins more than two (2) years after a resignation with Good Reason). For purposes of this Agreement, the term “Cause” shall mean (a) the conviction of the Executive by a court of competent jurisdiction of a crime which constitutes a felony under any state or federal law, (b) an act by the Executive which in the reasonable opinion of the Board of Directors constitutes an intentional theft of property of the Company or its subsidiaries, (c) the willful and continued failure or refusal of the Executive to perform his duties, or (d) gross negligence or willful misconduct on the part of the Executive that is materially and demonstrably detrimental to the Company or its subsidiaries (as determined by the Board of Directors in its reasonable discretion). For purposes of this Section 2.3, “Competition with the Company” shall occur if the Executive, directly or indirectly, (a) comes to own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any other manner with, any business (but which shall exclude executive’s ownership of less than 1% of any class of equity or debt security of a publicly-traded competing business) which, in the judgment of the Board of Directors, is in substantial competition with the Company (unless the Executive has first obtained the Board’s prior written consent) and which is located within, or is actively directing marketing efforts within, ten (10) miles of any location of the Company or any of its subsidiaries, (b) solicits customers of the Company or any of its subsidiaries to reduce or stop doing business with the Company or any of its subsidiaries, or initiates any customer contact, for any reason, except for social contact with customers with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of business or business opportunities, or (c) solicits employees of the Company or any of its subsidiaries to leave such employment, or offers employment to employees of the Company or any of its subsidiaries, or initiates any employee contact, for any reason, except for social contact with employees with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of such employee’s services.

Termination Competition. Anything herein to the contrary notwithstanding, if within two (2) years after involuntary termination (including resignation with Good Reason), the Executive engages in Competition with the Company (without prior authorization given by the Committee in writing), or, if the Executive is discharged by the Company or its subsidiaries for Cause, payments otherwise payable under this Agreement to the Executive or the Executive’s Surviving Spouse will, in the sole discretion of the Committee, be forfeited and the Company will have no further obligation under this Agreement to the Executive or the Executive’s Surviving Spouse. Anything herein to the contrary notwithstanding, no benefits are payable under this Agreement if the Executive engages in Competition with the Company at any time before, during or after his voluntary resignation (except in the case of Competition with the Company that begins more than two (2) years after a resignation with Good Reason). For purposes of this Agreement, the term “Cause” shall mean (a) the conviction of the Executive by a court of competent jurisdiction of a crime which constitutes a felony under any state or federal law, (b) an act by the Executive which in the reasonable opinion of the Board of Directors constitutes an intentional theft of property of the Company or its subsidiaries, (c) the willful and continued failure or refusal of the Executive to perform his duties, or (d) gross negligence or willful misconduct on the part of the Executive that is materially and demonstrably detrimental to the Company or its subsidiaries (as determined by the Board of Directors in its reasonable discretion). For purposes of this Section 2.3, “Competition with the Company” shall occur if the Executive, directly or indirectly, indirectly (a) comes to own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any other manner with, any business (but which shall exclude executive’s ownership of less than 1% of any class of equity or debt security of a publicly-traded competing business) which, in the judgment of the Board of Directors, is in substantial competition with the Company (unless the Executive has first obtained the Board’s prior written consent) and which is located within, or is actively directing marketing efforts within, ten (10) miles of any location of the Company or any of its subsidiaries, (b) solicits customers of the Company or any of its subsidiaries to reduce or stop doing business with the Company or any of its subsidiaries, or initiates any customer contact, for any reason, except for social contact with customers with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of business or business opportunities, opportunities or (c) solicits employees of the Company or any of its subsidiaries to leave such employment, or offers employment to employees of the Company or any of its subsidiaries, or initiates any employee contact, for any reason, except for social contact with employees with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of such employee’s services.

Termination Competition. Anything herein to the contrary notwithstanding, if within two (2) years after involuntary termination (including resignation with Good Reason), the Executive engages in Competition with the Company (without prior authorization given by the Committee in writing), or, if the Executive is discharged by the Company or its subsidiaries for Cause, payments otherwise payable under this Agreement to the Executive or the Executive’s Surviving Spouse will, in the sole discretion of the Committee, be forfeited and the Company will have no further obligation under this Agreement to the Executive or the Executive’s Surviving Spouse. Anything herein to the contrary notwithstanding, no benefits are payable under this Agreement if the Executive engages in Competition with the Company at any time before, during or after his voluntary resignation (except in the case of Competition with the Company that begins more than two (2) years after a resignation with Good Reason). For purposes of this Agreement, the term “Cause” shall mean (a) the conviction of the Executive by a court of competent jurisdiction of a crime which constitutes a felony under any state or federal law, (b) an act by the Executive which in the reasonable opinion of the Board of Directors constitutes an intentional theft of property of the Company or its subsidiaries, (c) the willful and continued failure or refusal of the Executive to perform his duties, or (d) gross negligence or willful misconduct on the part of the Executive that is materially and demonstrably detrimental to the Company or its subsidiaries (as determined by the Board of Directors in its reasonable discretion). For purposes of this Section 2.3, “Competition with the Company” shall occur if the Executive, directly or indirectly, indirectly (a) comes to own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any other manner with, any business (but which shall exclude executive’s ownership of less than 1% of any class of equity or debt security of a publicly-traded competing business) which, in the judgment of the Board of Directors, is in substantial competition with the Company (unless the Executive has first obtained the Board’s prior written consent) and which is located within, or is actively directing marketing efforts within, ten (10) miles of any location of the Company or any of its subsidiaries, (b) solicits customers of the Company or any of its subsidiaries to reduce or stop doing business with the Company or any of its subsidiaries, or initiates any customer contact, for any reason, except for social contact with customers with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of business or business opportunities, or (c) solicits employees of the Company or any of its subsidiaries to leave such employment, or offers employment to employees of the Company or any of its subsidiaries, or initiates any employee contact, for any reason, except for social contact with employees with whom Executive has a long-standing social or familial relationship, and such contact leads to the Company/subsidiary’s loss of such employee’s services.