Non-solicitation, Non. Interference In consideration of (i) the grant of the option under this Agreement, and (ii) your continued employment with the Company, its parent, or a subsidiary of the Company or its parent (each a “Covered Party”), you hereby agree to the following:During the period of your employment with the Company or another Covered Party and for a period ending six (6) months following the termination of your employment, for any reason, with a Covered Party, except with the prior written consent of the Company, you will not: Directly or indirectly recruit or solicit any employee of a Covered Party or any person who was employed by a Covered Party within the six-month period prior to the termination of your employment (each a “Covered Employee”) for employment or for retention as a consultant or service provider; Directly or indirectly hire or participate in the process of hiring any Covered Employee, or provide names or other information about any Covered Employees to any person or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring (provided, that this restriction does not apply to any Covered Employee who responds to any general solicitation (such as an advertisement) in media of general circulation);Solicit or induce, or in any manner attempt to solicit or induce, any Customer (as defined Below), to (1) cease being a customer of or to not become a customer of Covered Party, (2) divert any business of such Customer from a Covered Party, (3) reduce the amount of business that such Customer conducts or intends to conduct with any Covered Party; or (4) otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship between a Covered Party and any of its customers or clients, suppliers, consultants, or employees;Participate in competition for the award of or perform services in connection with (1) any contract, task order or program for which a Covered Party is competing, or (2) any contract, task order or program that would replace, supersede, succeed, reduce or diminish any Covered Party's work under a contract, task order or program; Make false or disparaging statements regarding any Covered Party, or any of Covered Party's respective officers, directors, shareholders, employees or affiliates in matters relating to a Covered Party or its business.For purposes of this Agreement a “Customer” means any client or customer of the Company at the time of the termination of your em...
Non-solicitation, Non recruitment and Non-competition You acknowledge and agree that, in your position as Executive Vice President and Chief Financial Officer for Sabre Holdings Corporation (which, for purposes of this Section 8, shall include all of the Company’s subsidiaries and all affiliated companies and joint ventures connected by ownership to the Company at any time (but not any other portfolio companies of the Majority Stockholder (as defined in the Plan)), it is expected that: (i) you will be materially involved in conducting or overseeing all aspects of the Company’s business activities throughout the world, (ii) you will have material contact with a substantial number of the Company’s employees, and all or substantially all of the Company’s then-current and actively-sought potential customers (“Customers”) and suppliers of inventory (“Suppliers”); (iii) you will have access to all or substantially all of the Company’s Trade Secrets and Confidential Information (see Exhibit C for definition of “Trade Secrets” and “Confidential Information”). You further acknowledge and agree that your competition with the Company anywhere worldwide, or your attempted solicitation of the Company’s employees or Customers or Suppliers, during your employment or within one year after the termination of your employment with the Company, would be unfair competition and would cause substantial damages to the Company. Consequently, in consideration of your employment with the Company as Executive Vice President and Chief Financial Officer and the Company’s covenants in this Agreement, you make the following covenants described in this Section 8:
Non-solicitation, Non recruitment and Non-competition You acknowledge and agree that, in your position as Executive Vice President and President- Sabre Travel Network (which, for purposes of this Section 9, shall include all of the Company’s subsidiaries and all affiliated companies and joint ventures connected by ownership to the Company at any time (but not any other portfolio companies of the Majority Stockholder (as defined in the Plan)), it is expected that: (i) you will be materially involved in conducting or overseeing all aspects of the Company’s business activities throughout the world, (ii) you will have material contact with a substantial number of the Company’s employees, and all or substantially all of the Company’s then-current and actively-sought potential customers (“Customers”) and suppliers of inventory (“Suppliers”); (iii) you will have access to all or substantially all of the Company’s Trade Secrets and Confidential Information (see Exhibit C for definition of “Trade Secrets” and “Confidential Information”). You further acknowledge and agree that your competition with the Company anywhere worldwide, or your attempted solicitation of the Company’s employees or Customers or Suppliers, during your employment or within one year after the termination of your employment with the Company, would be unfair competition and would cause substantial damages to the Company. Consequently, in consideration of your employment with the Company as Executive Vice President and President- Sabre Travel Network and the Company’s covenants in this Agreement, you make the following covenants described in this Section 9:
Non-solicitation, Non. Disparagement”) of the CPN Management LP Agreement, any remaining unpaid portion of the Noncompete Option Payment shall thereupon be forfeited. The Noncompete Option Payment shall be paid in equal installments during the period beginning on the Date of Termination and ending on the expiration date of the Restricted Period (as elected by Calpine or the applicable employing subsidiary pursuant to its Noncompete Option), in accordance with the normal payroll policies of the applicable employer as in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date that occurs on or after the 30th day following the Date of Termination (such payroll date, the “First Payment Date”) shall instead be paid on the First Payment Date.
Non-solicitation, Non. Interference of Employees/Contractors. During the Restricted Period and in the Restricted Area, Employee further agrees that he/she will not, directly or indirectly, interfere with the Company’s relationship with, solicit or hire or otherwise encourage to change or leave their employment or contractor position with the Company, any person currently employed by or engaged as a contractor to the Company in a senior, managerial, sales, research and development or technical position or who is otherwise in possession of Confidential Information or otherwise able to influence at Company Relationships, and who was employed by or engaged by the Company during Employee’s employment with the Company. This restriction shall not include any current or potential employee or contractor of the Company for whom Employee had no responsibility, no involvement, and about whom he/she had no access to Confidential Information during his/her employment with the Company. This restriction does not apply to postings and advertisements regarding job opportunities which are made available to the public and are not directed specifically toward Company employees or contractors.
Non-solicitation, Non disparagement or non-disclosure provisions of this Exhibit B shall only apply in the event Participant has no employment agreement, or his or her employment agreement does not contain non-competition, non-solicitation, non-disparagement or non-disclosure provisions. All remaining provision of Exhibit B shall be applicable to all Participants.
Non-solicitation, Non. SUPPLY AND PROTECTION OF CONFIDEN- TIAL INFORMATION
Non-solicitation, Non. HIRE; NON-COMPETE
Non-solicitation, Non recruitment and Non-competition You acknowledge and agree that, in your position as President and CEO of the Company (which, for purposes of this Section 10, shall include all of the Company’s subsidiaries and all affiliated companies and joint ventures connected by ownership to the Company at any time (but not any other portfolio companies of the Majority Stockholder (as defined in the Plan))), it is expected that: (i) you will be materially involved in conducting or overseeing all aspects of the Company’s business activities throughout the world, (ii) you will have material contact with a substantial number of the Company’s employees, and all or substantially all of the Company’s then-current and actively-sought potential customers (“Customers”) and suppliers of inventory (“Suppliers”); (iii) you will have access to all or substantially all of the Company’s Trade Secrets and Confidential Information (see Exhibit F for definition of “Trade Secrets” and “Confidential Information”). You further acknowledge and agree that your competition with the Company anywhere worldwide, or your attempted solicitation of the Company’s employees or Customers or Suppliers, during your employment or within two years after the termination of your employment with the Company, would be unfair competition and would cause substantial damages to the Company. Consequently, in consideration of your employment with the Company as its President and CEO, and the Company’s covenants in this Agreement, you make the following covenants described in this Section 10:
Non-solicitation, Non. Hire Of Employees ---------------------------------------
