ACKNOWLEDGMENTS OF EXECUTIVE. Executive hereby acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of Company and its Affiliates; (b) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without cause or for performance related reasons; (c) Executive has no intention of competing with Company and its Affiliates within the limitations set forth above; (d) Executive has received adequate and valuable consideration for entering into this Agreement; (e) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against Company or any Affiliate, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Company or an Affiliate of these covenants; and (f) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges and agrees that by virtue of the Executive's position and involvement with the business and affairs of the Company, the Executive will develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and will have access to all significant aspects of the business and operations of the Company and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section 10 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms, provisions and conditions of this Section 10 are fair and reasonable and necessary to adequately protect the Company.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that the Executive has carefully read this Agreement and understands and agrees to all its terms. The Executive further acknowledges that the Executive has voluntarily entered into this Agreement, that the Executive has not relied upon any representation or statement, written or oral, other than those set forth in this Agreement, and that the Executive has been advised that the Executive should consult with an attorney before signing this Agreement and has had an opportunity to consult with an attorney if the Executive wished to do so.
ACKNOWLEDGMENTS OF EXECUTIVE. (a) Executive hereby acknowledges and agrees that: (i) this Employment Agreement is necessary for the protection of the legitimate business interests of the Company; (ii) the restrictions contained in this Employment Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Employment Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Employment Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Employment Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Employment Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive hereby acknowledges and certifies the following:
ACKNOWLEDGMENTS OF EXECUTIVE. Executive recognizes and agrees that Executive’s services are special and unique and that the level of compensation and the provisions herein for compensation and other benefits are partly in consideration of and conditioned upon Executive’s not competing with the Company or any of its Affiliates in violation of this Agreement, and that Executive’s covenant not to compete or solicit as set forth in this Section during and after employment is essential to protect the business and good will of the Company. Executive agrees that the Company and its Affiliates would suffer an irreparable injury if Executive were to breach any of the covenants contained in Section 6, Section 7 and Section 8 of the Agreement. Executive therefore agrees that the Company, in addition to any other remedies available to it, would by reason of such breach or threatened breach be entitled to preliminary and permanent injunctive relief in a court of appropriate jurisdiction without having to post bond, and Executive hereby stipulates to the entering of such injunctive relief prohibiting Executive from engaging in such breach. In signing this Agreement, Executive gives the Company assurance that Executive has carefully read, understood and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section. Executive agrees without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates and that each and every one of the restraints is reasonable in respect to subject matter, scope, length of time and geographic area. Executive and the Company further agree that, in the event that any provision of this Section 8 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area, too great a range of activities or for any other reason, that such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of Executive’s obligations to that Subsidiary, as applicable, under this Agreement, including without limitation pursuant to this Section 8.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that (i) the Company and any affiliates or subsidiaries thereof that are currently existing or are acquired or formed during the Restricted Period, as hereinafter defined (collectively, the "Companies"), are and will be engaged primarily in the business of the manufacture, distribution and marketing of glazed and unglazed tile (the "Company Business"); (ii) his work for the Companies will give him access to trade secrets of and confidential information concerning the Companies, including, without limitation, information concerning its organization, business and affairs, organization and operations, "know-how", customer lists, details of client or consultant contracts, pricing policies, financial information, operational methods, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, technical processes, projects of the Companies, financing projections, budget information and procedures, marketing plans or strategies, and research products (collectively, the "Trade Secrets"); and (iii) the agreements and covenants contained in this Section 4 are essential to protect the Company Business and goodwill of the Companies.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that his work for the Company will give him access to Trade Secrets and Confidential Information. The Executive further acknowledges that he inevitably would use, or inadvertently disclose, Trade Secrets and Confidential Information if, at any time within five years of his separation from the Company, he were to work or consult for any competitor of the Company, or any of the Company’s subsidiaries, in a capacity requiring high-level management expertise with respect to any aspect of the manufacture or distribution of commercial or residential floor covering (the “Competitive Capacity”). In order to protect the Company’s goodwill, Trade Secrets and Confidential Information (and in recognition of the extension of the stock option exercise period as set forth in Section 5), the Executive agrees that during his employment and for a period of five years after separation from the Company, (i) he will not work or consult in any Competitive Capacity within the United States for a Competitor of the Company or any of its subsidiaries and (ii) he will not, directly or indirectly, individually or in association with others, solicit for employment or as a consultant any employee of the Company or its subsidiaries without the written approval of the Company.
ACKNOWLEDGMENTS OF EXECUTIVE. The Executive acknowledges that the Executive has carefully read this Agreement and understands and agrees to all its terms. The Executive further acknowledges that the Executive has voluntarily entered into this Agreement, that the Executive has not relied upon any representation or statement, written or oral, other than those set forth in this Agreement, and that the Executive has been advised that the Executive should consult with an attorney before signing this Agreement and has had an opportunity to consult with an attorney if the Executive wished to do so. Bank Executive EASTERN BANK By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer EXHIBIT A SEPARATION AGREEMENT AND RELEASE (Executive Severance Benefits Agreement)
ACKNOWLEDGMENTS OF EXECUTIVE. (a) Executive hereby acknowledges and agrees that (i) this Agreement is necessary for the protection of the legitimate business interests of the Company, including, but not limited to, its goodwill, customer relationships, and Confidential Information; (ii) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Agreement;
