Common use of Reasonable and Necessary Clause in Contracts

Reasonable and Necessary. Employee acknowledges that she was a key employee of the Company and that Employee participated in and contributed to key phases of the Company’s operations. Employee agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s relationships and competitive advantage would be materially adversely affected. Employee agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee is a party or by which she is bound. Employee further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her since she has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee of her livelihood. In exchange for Employee agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her obligations hereunder and will be provided only if she signs and does not rescind this Agreement. In the event Employee breaches the terms of this Section III, the severance and other payments made to Employee hereunder are subject to cessation and repayment as set forth in Section V(A) of this Agreement.

Reasonable and Necessary. Employee acknowledges that she was a key employee of the Company and that Employee participated in and contributed to key phases of the Company’s operations. Employee agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s relationships and competitive advantage would be materially adversely affected. Employee agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee is a party or by which she is bound. Employee further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her since she has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee of her livelihood. In exchange for Employee agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her obligations hereunder and will be provided only if she signs and does not rescind this Agreement. In the event Employee breaches the terms of this Section III, the severance and other payments made to Employee hereunder are subject to cessation and repayment as set forth in Section V(A) of this AgreementAgreement in accordance with applicable law.

Reasonable and Necessary. Employee Executive acknowledges that she was is a key employee of the Company and that Employee participated Executive participates in and contributed contributes to key phases of the Company’s operations. Employee Executive agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s relationships and competitive advantage would be materially adversely affected. Employee Executive agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee Executive is a party or by which she is bound. Employee Executive further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her since she has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee Executive of her livelihood. In exchange for Employee Executive agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee Executive with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her obligations hereunder and will be provided only if she signs and does not rescind this Agreement. Executive further acknowledges and agrees that in the event Executive is terminated for Cause prior to the Separation Date, and therefore will not be paid the severance set forth in Section II(J), she remains bound by the provisions of this Section III. In the event Employee Executive breaches the terms of this Section III, the severance and other payments made to Employee Executive hereunder are subject to cessation and repayment as set forth in Section V(A) of this Agreement.

Reasonable and Necessary. Employee acknowledges that she he was a key employee of the Company and that Employee participated in and contributed to key phases of the Company’s operations. Employee agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s customer and client relationships and competitive advantage would be materially adversely affected. Employee agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee is a party or by which she he is bound. Employee further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her him since she he has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee of her his livelihood. In exchange for Employee agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her his obligations hereunder and will be provided only if she he signs and does not rescind this Agreement. In the event Employee breaches the terms of this Section III, the severance and other payments made to Employee hereunder are subject to cessation and repayment as set forth in Section V(A) of this Agreement.

Reasonable and Necessary. Employee Executive acknowledges that she was he is a key employee of the Company and that Employee participated Executive participates in and contributed contributes to key phases of the Company’s operations. Employee Executive agrees that the covenants provided for in this Section III are reasonable and necessary to protect the Company and its confidential information, goodwill and other legitimate business interests and, without such protection, the Company’s customer and client relationships and competitive advantage would be materially adversely affected. Employee Executive agrees that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which Employee Executive is a party or by which she he is bound. Employee Executive further acknowledges that the restrictions contained in this Section III shall not impose an undue hardship on her him since she he has general business skills which may be used in industries other than that in which the Company conducts its business and shall not deprive Employee Executive of her his livelihood. In exchange for Employee Executive agreeing to be bound by these reasonable and necessary covenants, the Company is providing Employee Executive with the benefits as set forth in this Agreement, including without limitation the compensation set forth in Section II. Employee acknowledges and agrees that these benefits constitute full and adequate consideration for her his obligations hereunder and will be provided only if she he signs and does not rescind this Agreement. Executive further acknowledges and agrees that in the event Executive is terminated for Cause prior to the Retirement Date, and therefore will not be paid the severance set forth in Section II(I), he remains bound by the provisions of this Section III. In the event Employee Executive breaches the terms of this Section III, the severance and other payments made to Employee Executive hereunder are subject to cessation and repayment as set forth in Section V(A) of this Agreement.