Specified Conduct definition

Specified Conduct means, if you are party to an employment agreement that contains post-termination restrictive covenants, a breach of any such covenant, or if you are not party to an employment agreement that contains post-termination restrictive covenants, your (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder (other than as a passive investor in not more than 5% of the shares of any publicly traded class of securities of any business), owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of termination of your employment, (iii) soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to termination of your employment, or soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.
Specified Conduct means, if you are party to an employment agreement that contains post-termination restrictive covenants, a breach of any such covenant, or if you are not party to an employment agreement that contains post-termination restrictive covenants, your (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder (other than as a passive investor in not more than 5% of the shares of any publicly traded class of securities of any business), owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of termination of your employment, (iii) soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to termination of your employment, or soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates. IRREVOCABLE STANDING ORDER TO SELL SHARES I have been granted an award in respect of Performance Shares (“Performance Shares”) by Sprouts Farmers Market, Inc. (the “Company”), which is evidenced by a performance share award agreement between me and the Company (the “Agreement,” copy attached). Provided that I remain employed by the Company on the applicable vesting date, the shares vest according to the provisions of the Agreement. I understand that on the Certification Date (as defined in the Agreement), the Performance Shares will be deposited into my account at E*Trade or such other broker the Company may engage at such time (the “Broker”) and that on the applicable vesting date, I will recognize taxable ordinary income as a result. Pursuant to the terms of the Agreement and as a condition of my receipt of the Shares, I understand and agree that, on the vesting date, I must sell a number of shares sufficient to satisfy all withholding taxes applicable to that ordinary income. Therefore, I hereby direct the Broker to sell, at the market price and on the vesting date (or the first business day thereafter if the vesting date should fall on a day when ...
Specified Conduct means a Grantee's (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder, owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of termination of Grantee's employment, (iii) soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to termination of Grantee's employment, or soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.

Examples of Specified Conduct in a sentence

  • The price per Share to be paid by the Company should it choose to exercise its repurchase right shall equal the fair market value per share, as determined by the Board in good faith; provided, however, if the Shares are to be repurchased following a termination for Cause, or if, prior to such repurchase the Grantee engages in Specified Conduct, then the price per Share to be paid by the Company shall not exceed the price per Share paid by the Grantee, less any distributions paid in respect of such Share.

  • Exceptions for Specified Conduct: Under certain special circumstances as defined by federal law, school personnel may place the student in an interim alternative setting for 45 school days, without regard to the manifestation determination.

  • Conduct If your employment is terminated for Cause (as defined in Exhibit A) or following any termination of your employment you engage in Specified Conduct (as defined in Exhibit A), the Option, whether or not vested, will immediately terminate.

  • Notwithstanding the foregoing, if the Executive’s service as a consultant is terminated prior to December 31, 2014 (i) due to the Executive’s death or (ii) by the Company other than by reason of the Executive’s commission of the Specified Conduct, then the Executive or the Executive’s estate as applicable shall be entitled to receive the Earned Shares at the time that such shares are scheduled to be delivered pursuant to the terms of the award agreement.

  • Should your employment with the Company and its Affiliates terminate for any reason after the Certification Date or if you engage in Specified Conduct after the Certification Date, you shall forfeit all Performance Shares that are not then vested, and such Performance Shares shall be returned to the Company automatically and for no consideration.


More Definitions of Specified Conduct

Specified Conduct means, with respect to a Grantee who is party to any employment or other agreement containing covenants applicable following a Grantee’s termination of employment, a breach of any of such covenants, and otherwise means (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) directly or indirectly, without the prior written consent of the Company, engaging in or investing as an owner, partner, stockholder, licensor, director, officer, agent, employee or consultant for any Person that is primarily engaged in a Competing Business; provided, however, that this provision shall not prevent the Grantee from passively investing as a less than two percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system, (iii) accepting employment with any Person that is directly or indirectly (including through an Affiliate) engaged in any manner in a Competing Business if such employment would result in the Grantee being involved in the
Specified Conduct. For these purposes "Specified Conduct" means (i) your unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) your engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder, owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of your termination of employment, (iii) your soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) your hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to your termination of employment, or your soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.
Specified Conduct means (i) your unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) your engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder, owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of your termination of employment, (iii) your soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) your hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to your termination of employment, or your soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.
Specified Conduct means a Grantee’s (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder, owner, or agent in any retail business that derives 20% or more of its business from sales of jewelry, accessories and/or cosmetics targeted to girls and women (a “Competing Business”), (iii) inducing or attempting to induce any customer, vendor, supplier, licensor or other Person in a business relationship with the Company or any Affiliate, for or with which the Grantee or employees working under the Grantee’s supervision had any direct or indirect responsibility or contact during the Grantee’s employment with the Company or its Affiliates, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with the Company or its Affiliates for the benefit of a Competing Business, regardless of whether the Grantee initiates contact, or (iv) hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to termination of Grantee’s employment, or soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.
Specified Conduct means a Grantee’s (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates,
Specified Conduct means (i) directing, accepting, or permitting payments to or for the benefit of a Releasee or Releasee's affiliate from position 1001 to 1014 located in the NHT Global (formerly Lexxus International) distributor tree during the period commencing on January 1, 2001 through the date of this Release; (ii) any and all related party transactions relating or pertaining to Releasees and previously disclosed in the Company's public filings as of the date hereof; or (iii) any disclosures made or omitted to be made, if any, relating or pertaining to any of the foregoing. It is understood and agreed by the Company that the Releasees would not have entered into that certain agreement among the Releasees and the Company dated the date hereof and the exhibits thereto (the "October 2006 Agreement") unless the Company executed this Release and delivered same to the Releasees, and nothing herein shall be deemed to constitute an admission of wrongdoing by the Releasees or any of the Released Parties. The Company has been advised to consult with an attorney of the Company's choice prior to signing this Release. The Releasees understands and agrees that the Company has the right and has been given the opportunity to review this Release with an attorney of the Company's' choice should the Company so desire. The Company also agrees that it has entered into this Release freely and voluntarily. Notwithstanding the foregoing provisions of this Release, this Release shall not apply to, and the Company expressly reserves any claims arising solely under the Transaction Documents (as defined in the October 2006 Agreement). In the event that any one or more of the provisions of this Release shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Release shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Release shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law. Signed as of this 31st day of October, 2006. NATURAL HEALTH TRENDS CORP. By /s/ STEPHANIE S. HAYANO ------------------------------------------ Name: Stephanie S. Hayano Title: Presixxxx xxx Xxxxx Xxxxutive Officer
Specified Conduct means (i) the willful and repeated failure by the Executive to perform the Services (as defined below) reasonably requested by the Company or (ii) the willful engaging by the Executive in conduct that constitutes a violation of Section 7 hereof.