Restrictive Covenant Agreement Sample Contracts

Franklin Financial Network Inc. – Change in Control and Restrictive Covenant Agreement (March 19th, 2019)

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is adopted this 12th day of February 2018 by and between Franklin Synergy Bank, a Tennessee banking corporation located in Franklin, Tennessee (the "Company"), and Eddie Maynard (the "Executive").

Restrictive Covenant Agreement (March 6th, 2019)

THIS RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made and entered into this 5th day of March, 2019 (the "Effective Date"), by and between Chico's FAS, Inc., a Florida corporation, having a principal place of business at 11215 Metro Parkway, Fort Myers, FL 33966 (the "Employer"), and Karen McKibbin (the "Executive"). In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree to the following:

Severance, Retention and Restrictive Covenant Agreement (March 4th, 2019)

This Severance, Retention and Restrictive Covenant Agreement (the "Agreement") is made as of the 26th day of February, 2019, between Trans World Entertainment Corporation, a New York corporation (together with its successors and Affiliates, the "Company"), and Bruce J. Eisenberg (the "Executive").

Severance, Retention and Restrictive Covenant Agreement (March 4th, 2019)

This Severance, Retention and Restrictive Covenant Agreement (the "Agreement") is made as of the 26th day of February, 2019, between Trans World Entertainment Corporation, a New York corporation (together with its successors and Affiliates, the "Company"), and Edwin J. Sapienza (the "Executive").

Versartis, Inc. – As You Are Aware, Aravive Biologics, Inc. (Aravive) Is Contemplating a Transaction Under Which Aravive Will Be Merged Into a Subsidiary of a Publicly- Traded Entity (The Transaction). To Encourage Your Continued Employment With Us During This Transition Period, We Agree to the Following Severance Terms. Upon Either Your Involuntary Termination of Employment Other Than Due to Death, Disability or Cause (As Defined Below) or Your Resignation for Good Reason (As Defined Below) Within the First Twelve (12) Months After Consummation of the Transaction (A Qualifying Termination) You Will Also Be Elig (February 12th, 2019)
Versartis, Inc. – As You Are Aware, Aravive Biologics, Inc. (Aravive) Is Contemplating a Transaction Under Which Aravive Will Be Merged Into a Subsidiary of a Publicly- Traded Entity (The Transaction). To Encourage Your Continued Employment With Us During This Transition Period, We Agree to the Following Severance Terms. Upon Either Your Involuntary Termination of Employment Other Than Due to Death, Disability or Cause (As Defined Below) or Your Resignation for Good Reason (As Defined Below) Within the First Twelve (12) Months After Consummation of the Transaction (A Qualifying Termination) You Will Also Be Elig (February 12th, 2019)
Karyopharm Therapeutics Inc. – Non-Disclosure, Inventions Assignment, Non-Competition, and Non-Solicitation Obligations. The Consultant Acknowledges and Reaffirms the Obligations Set Forth in the September 11, 2017 Non-Disclosure and Inventions Assignment, Non- Competition and Non-Solicitation Agreement by and Between Consultant and the Company (The Restrictive Covenant Agreement). For Purposes of the Restrictive Covenant Agreement, the Parties Acknowledge and Agree That the Business Relationship Between the Parties Will Continue for the Term of This Agreement. Scope of Disclosure Restrictions. Nothing in This Agreement or E (January 18th, 2019)
Amendment No. 1 to Proprietary Information, Inventions Assignment and Restrictive Covenant Agreement (January 3rd, 2019)

THIS AMENDMENT NO. 1 TO PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND RESTRICTIVE COVENANT AGREEMENT ("AMENDED PIIA") is

American International Group, Inc. Release and Restrictive Covenant Agreement (December 7th, 2018)

This Release and Restrictive Covenant Agreement (the "Agreement") is entered into by and between Siddhartha Sankaran (the "Employee") and American International Group, Inc., a Delaware Corporation (the "Company").

Avenue Therapeutics, Inc. – Fortress Restrictive Covenant Agreement (November 14th, 2018)

THIS FORTRESS RESTRICTIVE COVENANT AGREEMENT (as may be amended or modified from time to time, this "Agreement") is made and entered into as of November 12, 2018, by and between InvaGen Pharmaceuticals Inc., a New York corporation ("Buyer"), and Fortress Biotech, Inc., a Delaware corporation ("Fortress").

Avenue Therapeutics, Inc. – Lu Restrictive Covenant Agreement (November 14th, 2018)

THIS LU RESTRICTIVE COVENANT AGREEMENT (as may be amended or modified from time to time, this "Agreement") is made and entered into as of November 12, 2018, by and between InvaGen Pharmaceuticals Inc., a New York corporation ("Buyer") and Lucy Lu, M.D. ("Dr. Lu").

Realogy Holdings Corp. – Realogy Holdings Corp. Executive Restrictive Covenant Agreement (November 6th, 2018)
Carvana Co. – Confidentiality, Assignment of Inventions, and Restrictive Covenant Agreement (November 1st, 2018)

This CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS, AND RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is entered by and between Carvana, LLC (the "Company"), and Ernest C. Garcia, III ("Garcia") (collectively, the "Parties").

Amendment No. 1 to Proprietary Information, Inventions Assignment and Restrictive Covenant Agreement (October 19th, 2018)

THIS AMENDMENT NO. 1 TO PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND RESTRICTIVE COVENANT AGREEMENT ("AMENDED PIIA") is made and entered into by and between Gregory T. Lucier ("Shareowner") and NuVasive, Inc. (the "Company") (collectively "Parties"), effective October 16, 2018 (the "Effective Date").

Agiliti, Inc. \De – Voting, Support and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (the Stockholders), and Irving Place Capital Management, L.P., a Delaware limited partnership (IPC, and together with the Stockholders, the IPC Parties), on the other hand.

Agiliti, Inc. \De – Form of Voting, Support, Contribution and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) the person listed under the title Management Equityholder on the signature pages attached hereto (the Management Equityholder).

Federal Street Acquisition Corp. – Voting, Support and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (the Stockholders), and Irving Place Capital Management, L.P., a Delaware limited partnership (IPC, and together with the Stockholders, the IPC Parties), on the other hand.

Federal Street Acquisition Corp. – Form of Voting, Support, Contribution and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) the person listed under the title Management Equityholder on the signature pages attached hereto (the Management Equityholder).

Danaos Corp. – Amended and Restated Restrictive Covenant Agreement (August 14th, 2018)
Restrictive Covenant Agreement (August 1st, 2018)
Restrictive Covenant Agreement (August 1st, 2018)
AdCare Health Systems, Inc. – Change in Control Severance Compensation and Restrictive Covenant Agreement (June 25th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the Agreement) is dated as of April 19, 2018 between MiMedx Group, Inc., a Florida corporation (the Company), and EDWARD J. BORKOWSKI (the Executive).

AdCare Health Systems, Inc. – Change in Control Severance Compensation and Restrictive Covenant Agreement (June 20th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the "Agreement") is dated as of April 19, 2018 between MiMedx Group, Inc., a Florida corporation (the "Company"), and EDWARD J. BORKOWSKI (the "Executive").

AdCare Health Systems, Inc. – Change in Control Severance Compensation and Restrictive Covenant Agreement (June 12th, 2018)

THIS SEVERANCE COMPENSATION AND RESTRICTIVE COVENANT AGREEMENT (the "Agreement") is dated as of _____ between MiMedx Group, Inc., a Florida corporation (the "Company"), and EDWARD J. BORKOWSKI (the "Executive").

Severance and Restrictive Covenant Agreement (June 1st, 2018)

THIS SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is dated as of July ___, 2017 (the "Effective Date"), between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the "Company"), and ELIZABETH S. ROBINSON ("Executive").

Carbon Black, Inc. – EMPLOYMENT AGREEMENT This Employment Agreement (The Agreement) Is Made on January 1, 2017 Between Carbon Black, Inc., (The Company), and Ryan Polk (The Executive). Except With Respect to the Confidentiality, Non-Disclosure, Non- Competition and Developments Agreement With the Company Dated December 2, 2016 (The Restrictive Covenant Agreement) Between the Company and the Executive, the Companys 2012 Stock Option and Grant Plan and Any Applicable Stock Option and/or Restricted Stock Agreements With the Company With Respect to Equity Grants Held by the Executive (Collectively, the Equity Documents (April 9th, 2018)

This Amendment (Amendment) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the Company), and Ryan Polk (the Executive).

Carbon Black, Inc. – EMPLOYMENT AGREEMENT This Employment Agreement (The Agreement) Is Made on January 1, 2017 Between Carbon Black, Inc., (The Company), and Ryan Polk (The Executive). Except With Respect to the Confidentiality, Non-Disclosure, Non- Competition and Developments Agreement With the Company Dated December 2, 2016 (The Restrictive Covenant Agreement) Between the Company and the Executive, the Companys 2012 Stock Option and Grant Plan and Any Applicable Stock Option and/or Restricted Stock Agreements With the Company With Respect to Equity Grants Held by the Executive (Collectively, the Equity Documents (March 16th, 2018)

This Amendment (Amendment) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the Company), and Ryan Polk (the Executive).

Restrictive Covenant Agreement (March 13th, 2018)

THIS RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made and entered into this 12th day of December, 2017 (the "Effective Date"), by and between Chico's FAS, Inc., a Florida corporation, having a principal place of business at 11215 Metro Parkway, Fort Myers, FL 33966 (the "Employer"), and David Pastrana (the "Executive"). In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree to the following:

Safe Bulkers Inc – SAFE BULKERS, INC., POLYS HAJIOANNOU, VORINI HOLDINGS INC. - And - MACHAIRIOTISSA HOLDINGS INC. SECOND AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (March 2nd, 2018)

THIS SECOND AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made on August 2, 2017, and amends and restates in its entirety that certain Restrictive Covenant Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to Restrictive Covenant Agreement, dated December 7, 2011, and that certain Amendment No. 2 to Restrictive Covenant Agreement, dated February 25, 2014, and as further amended and restated by that certain Amended and Restated Restrictive Covenant Agreement, dated May 29, 2015 (collectively, the "Original Agreement"),

Safe Bulkers Inc – SAFE BULKERS, INC., - And - POLYS HAJIOANNOU SECOND AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (March 2nd, 2018)

THIS SECOND AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made on August 2, 2017, and amends and restates in its entirety that certain Restrictive Covenant Agreement, dated May 29, 2008, as amended by that certain Amendment No. 1 to Restrictive Covenant Agreement, dated February 25, 2014, and as further amended and restated by that certain Amended and Restated Restrictive Covenant Agreement, dated May 29, 2015 (together, the "Original Agreement"),

Phh Corp – Restrictive Covenant Agreement (March 1st, 2018)

THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is executed as of November ____, 2017, by and between ______________("Employee" "Executive" or "Counsel") and PHH CORPORATION and its subsidiaries, affiliates and related entities (the "Company").

Phh Corp – Restrictive Covenant Agreement (March 1st, 2018)

THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is executed as of __________________, 2017, by and between _____________ ("Employee") and PHH CORPORATION and its subsidiaries, affiliates and related entities (the "Company").

Frank's International N.V. – Employee Confidentiality and Restrictive Covenant Agreement (February 27th, 2018)

This Employee Confidentiality and Restrictive Covenant Agreement ("Agreement") is made and entered as of the 4th day of October, 2016, between Burney J. Latiolais, Jr. ("Employee") and Frank's International, LLC and its affiliated or subsidiary or parent companies (collectively referred to as the "Company"). The Company and Employee may be referred to individually as "Party," and/or collectively as the "Parties." The Company and Employee agree as follows:

Confidential Information, Work Product and Restrictive Covenant Agreement (February 22nd, 2018)

THE UNDERSIGNED ("Employee") has been offered employment with IDEX Corporation or one of its Groups, Divisions or Business Units (IDEX Corporation and its former, current and future Groups, Divisions and Business Units are referred to as "IDEX"; any entity that is part of IDEX and at some point employs Employee is referred to as an "IDEX Entity"; and the particular IDEX Entity that employs Employee as of the date of this Agreement is referred to as "Employer") and desires to become an employee of Employer or IDEX Entity.

Silver Run Acquisition Corp II – Restrictive Covenant Agreement (February 9th, 2018)

THIS RESTRICTIVE COVENANT AGREEMENT (this Agreement) is entered into as of February 9, 2018, by and between Alta Mesa Resources, Inc., a Delaware corporation (Buyer), and Asset Risk Management, LLC, a Delaware limited liability company (the Restricted Party). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the Contribution Agreement (as defined below). Buyer and the Restricted Party are sometimes referred to collectively herein as the Parties and each, individually, as a Party.