Noncompetition Agreement Sample Contracts

Marriot Vacations Worldwide Cor – Termination of Noncompetition Agreement (September 20th, 2018)

This TERMINATION OF NONCOMPETITION AGREEMENT (this "Termination Agreement") is entered into as of September 1, 2018 ("Effective Date") between STARWOOD HOTELS & RESORTS WORLDWIDE, LLC (formerly Starwood Hotels & Resorts Worldwide, Inc.), a Maryland limited liability company (together with its affiliates, "Starwood") and VISTANA SIGNATURE EXPERIENCES, INC., a Delaware corporation ("together with its affiliates, "Vistana").

Wyndham Hotels & Resorts, Inc. – LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT by and Among WYNDHAM DESTINATIONS, INC., WYNDHAM HOTELS AND RESORTS, LLC, WYNDHAM HOTELS & RESORTS, INC., WYNDHAM HOTEL GROUP EUROPE LIMITED, WYNDHAM HOTEL HONG KONG CO. LIMITED, and WYNDHAM HOTEL ASIA PACIFIC CO. LIMITED Dated as of May 31, 2018 (June 4th, 2018)

THIS LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT (this Agreement), dated as of May 31, 2018 (the Effective Date), by and among Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), Wyndham Hotels and Resorts, LLC, a Delaware limited liability company (WHR LLC), Wyndham Hotel Group Europe Limited, a UK private limited company (WHG UK), Wyndham Hotel Hong Kong Co. Limited, a Hong Kong corporation (WHHK) and Wyndham Hotel Asia Pacific Co. Limited, a Hong Kong corporation (WHAP, and together with SpinCo, WHR LLC, WHG UK, WHHK and WHAP, the SpinCo Licensors), on the one hand, and Wyndham Destinations, Inc., a Delaware corporation (RemainCo), on the other hand. Each of SpinCo and the other SpinCo Licensors, and RemainCo, is sometimes referred to herein as a Party and collectively, as the Parties. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the SDA (as defined below), as applicable.

LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT by and Among WYNDHAM DESTINATIONS, INC., WYNDHAM HOTELS AND RESORTS, LLC, WYNDHAM HOTELS & RESORTS, INC., WYNDHAM HOTEL GROUP EUROPE LIMITED, WYNDHAM HOTEL HONG KONG CO. LIMITED, and WYNDHAM HOTEL ASIA PACIFIC CO. LIMITED Dated as of May 31, 2018 (June 4th, 2018)

THIS LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT (this Agreement), dated as of May 31, 2018 (the Effective Date), by and among Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), Wyndham Hotels and Resorts, LLC, a Delaware limited liability company (WHR LLC), Wyndham Hotel Group Europe Limited, a UK private limited company (WHG UK), Wyndham Hotel Hong Kong Co. Limited, a Hong Kong corporation (WHHK) and Wyndham Hotel Asia Pacific Co. Limited, a Hong Kong corporation (WHAP, and together with SpinCo, WHR LLC, WHG UK, WHHK and WHAP, the SpinCo Licensors), on the one hand, and Wyndham Destinations, Inc., a Delaware corporation (RemainCo), on the other hand. Each of SpinCo and the other SpinCo Licensors, and RemainCo, is sometimes referred to herein as a Party and collectively, as the Parties. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the SDA (as defined below), as applicable.

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Amin J. Khoury (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Michael F. Senft (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Amin J. Khoury (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Roger M. Franks (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Thomas P. McCaffrey (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Roger M. Franks (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Michael F. Senft (the Executive).

KLX Inc. – Transaction Bonus and Noncompetition Agreement (May 1st, 2018)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the Company), and Thomas P. McCaffrey (the Executive).

Employee Protection and Noncompetition Agreement (April 27th, 2018)

This EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT ("Agreement") by and between VENTAS, INC., a Delaware corporation (the "Company"), and Peter J. Bulgarelli ("Executive"), dated as of March 20, 2018, is effective immediately upon execution with respect to Section 3(a) of this Agreement and will become effective with respect to the rest of this Agreement upon Executive's commencement of employment with the Company (the "Effective Date").

Wyndham Hotels & Resorts, Inc. – LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT by and Among WYNDHAM DESTINATIONS, INC., WYNDHAM HOTELS AND RESORTS, LLC, WYNDHAM HOTELS & RESORTS, INC., WYNDHAM HOTEL GROUP EUROPE LIMITED, WYNDHAM HOTEL HONG KONG CO. LIMITED, and WYNDHAM HOTEL ASIA PACIFIC CO. LIMITED (April 19th, 2018)

THIS LICENSE, DEVELOPMENT AND NONCOMPETITION AGREEMENT (this Agreement), dated as of [*], 2018 (the Effective Date), by and among Wyndham Hotels & Resorts, Inc., a Delaware corporation (SpinCo), Wyndham Hotels and Resorts, LLC, a Delaware limited liability company (WHR LLC), Wyndham Hotel Group Europe Limited, a UK private limited company (WHG UK), Wyndham Hotel Hong Kong Co. Limited, a Hong Kong corporation (WHHK) and Wyndham Hotel Asia Pacific Co. Limited, a Hong Kong corporation (WHAP, and together with SpinCo, WHR LLC, WHG UK, WHHK and WHAP, the SpinCo Licensors), on the one hand, and Wyndham Destinations, Inc., a Delaware corporation (RemainCo), on the other hand. Each of SpinCo and the other SpinCo Licensors, and RemainCo, is sometimes referred to herein as a Party and collectively, as the Parties. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the SDA (as defined below), as applicable.

Noncompetition Agreement (February 27th, 2018)

In recognition of your critical role as a senior executive with International Business Machines Corporation (IBM) and in recognition of your access to IBM Confidential Information and/or IBM customer goodwill by virtue of your position, and/or your membership on the Growth & Transformation Team, and/or your appointment as an IBM Fellow, and/or as consideration for your promotion or hiring as a senior executive, along with your eligibility for awards to be granted to you under an IBM Long-Term Performance Plan, and/or for other good and valuable consideration, you (Employee or you) agree to the terms and conditions herein of this Noncompetition Agreement (the Agreement). Capitalized terms not otherwise defined shall have the meaning ascribed to them in Paragraph 2.

Marriot Vacations Worldwide Cor – Termination of Noncompetition Agreement (February 27th, 2018)

This TERMINATION OF NONCOMPETITION AGREEMENT (this "Termination Agreement") is entered into as of February 26, 2018 ("Effective Date") between MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Marriott International" and, together with its affiliates, "Marriott") and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation ("MVWC" and, together with its affiliates, "MVW").

Termination of Noncompetition Agreement (February 27th, 2018)

This TERMINATION OF NONCOMPETITION AGREEMENT (this "Termination Agreement") is entered into as of February 26, 2018 ("Effective Date") between MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Marriott International" and, together with its affiliates, "Marriott") and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation ("MVWC" and, together with its affiliates, "MVW").

Employee Protection and Noncompetition Agreement Amendment (February 9th, 2018)

THIS EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT ("Amendment") is made and entered into as of December 8, 2017 (the "Amendment Date"), by and between VENTAS, INC., a Delaware corporation (the "Company") and ROBERT F. PROBST, an employee of the Company ("Employee"), pursuant to the terms of the Employee Protection and Noncompetition Agreement by and between the Company and Employee, dated as of September 16, 2014 (the "Agreement"). Unless otherwise provided, capitalized terms in this Amendment have the meaning set forth in the Agreement.

Employee Protection and Noncompetition Agreement Amendment (February 9th, 2018)

THIS EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT AMENDMENT ("Amendment") is made and entered into as of December 8, 2017 (the "Amendment Date"), by and between VENTAS, INC., a Delaware corporation (the "Company") and JOHN D. COBB, an employee of the Company ("Employee"), pursuant to the terms of the Employee Protection and Noncompetition Agreement by and between the Company and Employee, dated as of October 21, 2013 (the "Agreement"). Unless otherwise provided, capitalized terms in this Amendment have the meaning set forth in the Agreement.

Amended and Restated Employment Continuation and Noncompetition Agreement (November 17th, 2017)

THIS AGREEMENT among SENECA RESOURCES CORPORATION, a Pennsylvania corporation (the "Company"), and John P. McGinnis (the "Executive"), dated as of the 12th day of March, 2007, amended and restated as of the 20th day of September, 2007 and further amended and restated as of the 24th day of September, 2008.

Pattern Energy Group Inc. – Second Amended and Restated Noncompetition Agreement (June 19th, 2017)

THIS SECOND AMENDED AND RESTATED NONCOMPETITION AGREEMENT is entered into on, and effective as of June 16, 2017, by and between Pattern Energy Group LP, a Delaware limited partnership ("PEG LP"), Pattern Energy Group Inc., a Delaware corporation ("PEG Inc."), and Pattern Energy Group 2 LP, a Delaware limited partnership ("PEG 2").

Noncompetition Agreement (February 28th, 2017)

In recognition of the critical role that you will play as a senior executive with International Business Machines Corporation (IBM) and in recognition of your access to IBM Confidential Information by virtue of your position, and/or your membership on the Growth & Transformation Team, and/or your appointment as an IBM Fellow, and/or as consideration for your promotion or hiring as a senior executive, along with any awards to be granted to you under an IBM Long-Term Performance Plan (LTPP), and/or for other good and valuable consideration, you (Employee or you) agree to the terms and conditions herein of this Noncompetition Agreement (the Agreement). Capitalized terms not otherwise defined shall have the meaning ascribed to them in Paragraph 2.

Pattern Energy Group Inc. – AMENDED AND RESTATED NONCOMPETITION AGREEMENT BY AND AMONG PATTERN ENERGY GROUP LP, PATTERN ENERGY GROUP INC., AND PATTERN ENERGY GROUP 2 LP Dated as of December 8, 2016 (December 14th, 2016)

THIS AMENDED AND RESTATED NONCOMPETITION AGREEMENT is entered into on, and effective as of December 8, 2016, by and between Pattern Energy Group LP, a Delaware limited partnership ("PEG LP"), Pattern Energy Group Inc., a Delaware corporation ("PEG Inc."), and Pattern Energy Group 2 LP, a Delaware limited partnership ("PEG 2").

Retirement and Noncompetition Agreement (December 12th, 2016)

THIS RETIREMENT AND NONCOMPETITION AGREEMENT (this Agreement), dated as of December 9, 2016 (the Transition Date), is entered into by and between Chipotle Mexican Grill, Inc., a Delaware corporation (the Company), and Montgomery F. Moran (the Executive).

Separation, Advisory, AND NONCOMPETition Agreement (November 2nd, 2016)

THIS SEPARATION, ADVISORY, AND NONCOMPETITION AGREEMENT (this "Agreement"), dated as of November 2, 2016, is entered into by and between Whole Foods Market, Inc., a Texas corporation (the "Company"), and Walter E. Robb, IV ("Robb").

Transaction Bonus and Noncompetition Agreement (October 26th, 2016)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Ryan M. Patch (the Executive).

Transaction Bonus and Noncompetition Agreement (October 26th, 2016)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Ryan M. Patch (the Executive).

Transaction Bonus and Noncompetition Agreement (October 26th, 2016)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Joseph T. Lower (the Executive).

Transaction Bonus and Noncompetition Agreement (October 26th, 2016)

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Joseph T. Lower (the Executive).

Care Capital Properties, Inc. – Employee Protection and Noncompetition Agreement (September 27th, 2016)

This EMPLOYEE PROTECTION AND NONCOMPETITION AGREEMENT (Agreement), by and between Care Capital Properties, Inc. (the Company) and Anna N. Fitzgerald (Employee), is effective as of the 4th day of October, 2016 (the Effective Date).

Noncompetition Agreement (July 26th, 2016)

In recognition of the critical role that you will play as a senior executive with International Business Machines Corporation (IBM) and in recognition of your access to IBM Confidential Information by virtue of this position, and further as consideration for your being hired as a senior executive, any awards to be granted to you under an International Business Machines Corporation Long-Term Performance Plan (LTPP), and/or for other good and valuable consideration, you (Employee or you) agree to the terms and conditions of this Noncompetition Agreement (this Agreement) as follows:

Noncompetition Agreement (May 12th, 2016)

NONCOMPETITION AGREEMENT, dated as of May 11, 2016 (the "Effective Date"), between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("Starwood"), and Vistana Signature Experiences, Inc., a Delaware corporation ("Vistana"). Starwood and Vistana are hereinafter referred to individually as a "Party" and collectively as the "Parties."

Interval Leisure Group – Noncompetition Agreement (May 12th, 2016)

NONCOMPETITION AGREEMENT, dated as of May 11, 2016 (the "Effective Date"), between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("Starwood"), and Vistana Signature Experiences, Inc., a Delaware corporation ("Vistana"). Starwood and Vistana are hereinafter referred to individually as a "Party" and collectively as the "Parties."

Midland States Bancorp, Inc. – Noncompetition Agreement (April 11th, 2016)

THIS NONCOMPETITION AGREEMENT (this "Agreement") is made and entered into as of April 7, 2014 (the "Agreement Date"), by and between MIDLAND STATES BANCORP, INC., an Illinois corporation ("Acquiror"), and LAURENCE A. SCHIFFER, an individual resident of the State of Missouri (the "Restricted Person," and together with Acquiror, the "Parties"); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (the "Effective Date"), and if the Merger Agreement is terminated prior to the Merger being consummated, this Agreement shall be null and void and the Parties shall have no further obligations hereunder.

Midland States Bancorp, Inc. – Noncompetition Agreement (April 11th, 2016)

THIS NONCOMPETITION AGREEMENT (this "Agreement") is made and entered into as of April 7, 2014 (the "Agreement Date"), by and between MIDLAND STATES BANCORP, INC., an Illinois corporation ("Acquiror"), and ANDREW S. LOVE, an individual resident of the State of Missouri (the "Restricted Person," and together with Acquiror, the "Parties"); provided, however, that this Agreement shall become effective only upon the date of consummation of the Merger (the "Effective Date"), and if the Merger Agreement is terminated prior to the Merger being consummated, this Agreement shall be null and void and the Parties shall have no further obligations hereunder.

Form of Noncompetition Agreement (March 14th, 2016)

This Noncompetition Agreement (this "Agreement") is entered into effective as of , between CDW Corporation, a Delaware corporation (together with its successors and assigns, the "Company"), and (the "Executive").