Forfeiture for Competition. (a) Optionee acknowledges and agrees that, in the course of Optionee’s employment by the Company or any its subsidiaries, Optionee has established and will continue to establish favorable relations with the customers, clients and accounts of the Company and its subsidiaries and has had access to and will continue to have access to confidential and proprietary information and trade secrets (collectively “Confidential Information”) of the Company and its subsidiaries. Therefore, in acknowledgment of the Company’s interest in protecting its customer relationships and good will and that of its subsidiaries, to reasonably protect the Company’s and its subsidiaries’ Confidential Information, and in consideration for the grant of the NQO reflected herein, the Optionee agrees that during the term of Optionee’s employment by the Company or any subsidiary and for a period of twelve (12) months from the date of termination of Optionee’s employment for any reason (the “Noncompetition Period”), Optionee will not, directly or indirectly, so as to compete with the Company or any subsidiary, whether as owner, manager, officer, director, employee, independent contractor, consultant or otherwise, without the express written consent of the Company or any subsidiary own or have any interest in, or act as an officer, director, partner, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist in, any business that competes with any business engaged in by the Company or any of its subsidiaries (the “Prohibited Services”), unless Optionee accepts employment with a competing business in a job position which does not require Optionee to engage in job duties associated with competing with the Company.
Forfeiture for Competition. Anything to the contrary herein notwithstanding, the Employee shall not, without the written consent of the Company, act as an employee, director or partner in any business in competition with the Company or any of its subsidiaries within a period of 180 months after his termination of service with the Company. If the Employee acts in violation of the terms of this paragraph, the Company may, in the sole discretion of its Board of Directors, treat the Employee as having forfeited any benefits otherwise due under this Agreement, and no amounts shall at any time thereafter be payable to the Employee or any other person under this Agreement.
Forfeiture for Competition. In the event that during Optionee’ employment or during a period of [ ] months thereafter (the “Noncompetition Period”), Optionee, whether as owner, manager, officer, director, employee, consultant or otherwise, is engaged or employed by a Competing CRO to provide Customer Services that are the same or substantially similar to the Customer Services that Optionee performed for Employer at any time during the twenty-four (24) months prior to the termination of Optionee’s employment (the “Prohibited Services”), then in addition to other remedies available to the Corporation, Optionee shall immediately forfeit all rights under the Option that may have been granted to Optionee or to which Optionee may be entitled, whether the same are then vested or not. In addition, to the extent that Optionee exercises any of the Option during the Noncompetition Period and provides Prohibited Services then such exercise shall be rescinded and all such shares of common stock of the Corporation purchased by Optionee pursuant to the exercise of such Option during the Noncompetition Period may be repurchased by the Corporation, in its sole discretion, at the price paid by Optionee for such shares of common stock. To the extent that the Optionee has sold or otherwise disposed of any shares acquired upon exercise of the Option, then the Optionee shall pay back to the Corporation any and all proceeds received by the Optionee as a result of such sale or other disposition. The Optionee shall also return all dividends or other distributions, if any, paid on such shares. The Corporation acknowledges and agrees that ownership by Optionee of not more than one percent (1.0%) of the shares of any corporation having a class of equity securities actively traded on a national securities exchange shall not be deemed, in and of itself, to violate the prohibitions set forth in this section.
Forfeiture for Competition. Optionee acknowledges and agrees that (i) in the course of the Optionee's Service, Optionee shall become familiar with the trade secrets of the Company, its Affiliates and Group Companies and with other Confidential Information concerning the Company, its Affiliates and Group Companies, (ii) Optionee's Services to the Company, its Affiliates and Group Companies are unique in nature and of an extraordinary value to the Company, its Affiliates and Group Companies, and (iii) the Company, its Affiliates and Group Companies could be irreparably damaged if Optionee were to provide similar services to any person or entity competing with the Company, an Affiliate or Group Company or engaged in a similar business. In connection with the issuance to Optionee of the Option hereunder, and in consideration for and as an inducement to the Company to enter into this Agreement, the Optionee covenants and agrees that during the period beginning on the Grant Date and ending on the first anniversary of the date of the termination of the Optionee's Service, the Optionee shall not, directly or indirectly, either for himself or for or through any other Person, without the express written consent of the Company, anywhere in the world, engage in any activity that is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity) any business, organization or Person other than the Company (or any subsidiary of the Company), and including any such business, organization or person involving, or which is, a family member of Optionee, whose business, activities, products or services are competitive with the products, technologies or services offered or proposed to be offered by the Company, an Affiliate or Group Company. The Optionee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term "participate in" includes having any direct or indirect interest in any Person, whether as a sole proprietor, owner, shareholder, partner, joint venture, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise), other than owning up to 3% of the outstanding stock of any class that is publicly traded.
Forfeiture for Competition. Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the Participant engages in Wrongful Conduct, then any Performance Stock Units for which the Restriction Period has not then lapsed shall automatically terminate and be canceled effective as of the date on which the Participant first engaged in such Wrongful Conduct. If the Participant engages in Wrongful Conduct during the Covered Period or if the Participant’s employment is terminated for Cause, the Participant shall pay to the Company in cash any Performance-Based Financial Gain the Participant realized from the lapse of the Restriction Period applicable to all or a portion of the Performance Stock Units with respect to which the Restriction Period lapsed within the Wrongful Conduct Period. By entering into this Agreement, the Participant hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Participant any amounts the Participant owes to the Company under this Section 4 to the extent permitted by law. This right of setoff is in addition to any other remedies the Company may have against the Participant for the Participant’s breach of this Section 4. The Participant’s obligations under this Section 4 shall be cumulative of any similar obligations the Participant has under the Plan, this Agreement, any Company policy, standard or code (including, without limitation, the Company’s Standards of Business Conduct), or any other agreement with the Company or any Subsidiary.
Forfeiture for Competition. (a) Notwithstanding any provision of this Plan to the contrary except as specifically provided for in Sections 5.2(b) and 5.2(c), no Participant shall directly or indirectly engage in activities (similar or reasonably related to those in which the Participant engaged as an employee of the Company during the two years immediately preceding the termination of the Participant's employment with the Company) or render services (similar or reasonably related to those the Participant rendered to the Company during such two years), in either case with or to any firm or business organization which directly competes with the Company in any line of business engaged in (or planned to be engaged in) by the Company, whether now existing or hereafter established, or engage in such activities or render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization, or entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by the Participant, would violate this Section 5.2(a) or would violate any provision of any proprietary information agreement entered between the Participant and the Company. Any Participant who violates the provisions of this Section 5.2(a) shall forfeit Benefits under this Plan as follows: (i) a Participant who receives a lump sum payment under this Plan shall be obligated to restore such lump sum to the Plan upon engaging in any of the prohibited activities described above; and, (ii) a Participant who receives a form of benefit under the Plan other than a lump sum shall received no further payments of Benefits from the Plan following the date of the Company becomes aware that the Participant has engaged in any of the prohibited activities described above and shall be obligated to restore to the Plan any Benefits paid to the Participant prior to the date the Company became aware that the Participant has engaged in any of the prohibited activities described above.
Forfeiture for Competition. The Committee may, at the time of the grant of an award under the Plan, provide the Company with the right to repurchase, or require the forfeiture of, shares of Stock acquired pursuant to the Plan by any Optionee who, at any time within a period of time specified by the Committee not to exceed twelve months after termination of employment with the Company or any Subsidiary or Parent Corporation, directly or indirectly competes with, or is employed by a competitor of, the Company or any Subsidiary or Parent Corporation.
Forfeiture for Competition. If Optionee provides services to a competitor of the Company or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent, or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Optionee while an Employee, then that Optionee’s rights under any outstanding portion of the Option granted hereunder shall be forfeited and terminated, subject in each case to a determination to the contrary by the Committee.
Forfeiture for Competition. If a Participant provides services to a competitor of the Company or any of its Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise, such services being of a nature that can reasonably be expected to involve the skills and experience used or developed by the Participant while an employee or Board member, then that Participant's rights under any Options, SARs or Restricted Stock Awards outstanding hereunder shall be forfeited and terminated, subject to a determination to the contrary by the Board.
Forfeiture for Competition. (1) If Optionee is terminated under Section 7(a), 8(i)(A), or 8(ii)(A) of Optionee’s Employment Agreement (hereby incorporated by reference), Optionee agrees that during Optionee’s employment and during a period of 12 months thereafter (the “Noncompetition Period”), Optionee, shall not, whether as owner, manager, officer, director, employee, consultant or otherwise, be engaged or employed by a Competing CRO to provide Customer Services that are the same or substantially related to the Customer Services that Optionee performed for the Corporation at any time during the twenty-four (24) months prior to the termination of Optionee’s employment (the “Prohibited Services”).
