Common use of Competition Condition Clause in Contracts

Competition Condition. In the event the Employee shall, at any time prior to vesting of the Restricted Shares, directly or indirectly, own, manage, control, participate in, consult with, be employed by, render services for or in any manner engage in any Competitive Business (as defined below), the Restricted Shares, to the extent not vested, shall be immediately forfeited. For purposes hereof, “Competitive Business” means (i) any business competing with the businesses of the Company or any Company Affiliates (as defined below) as such businesses exist or are in process as of the date the Employee’s employment with the Company terminates, and (ii) any business that is materially competitive with the businesses that (I) are at the time in question being conducted by the Company or any Company Affiliates with which the Employee was involved to a material extent, or (II) were, during the Employee’s employment, either being conducted by, or being actively developed by, the Company or any Company Affiliates with which the Employee was involved to a material extent. It shall not be considered Competitive Business for the Employee to be a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee has no active participation in the business of such corporation.