Competition. Employee acknowledges that the Company has provided and the Company agrees to continue to provide Employee with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance of the Company’s rights to protect its business and Employee’s right to pursue employment: (a) Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business of such entity. (b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company. (c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 7 contracts
Sources: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)
Competition. Employee Executive acknowledges that the Company has provided provided, and the Company agrees to continue to provide Employee Executive, with access to its confidential, proprietary, and/or or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon EmployeeExecutive’s use of the access, specialized training, and/or or goodwill support provided by Company for the exclusive benefit of the Company and upon EmployeeExecutive’s full compliance with the restrictions on EmployeeExecutive’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or or trade secret information, specialized training, and/or or goodwill support to EmployeeExecutive, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or or the confidential information described above, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee shall Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United StatesStates in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates EmployeeExecutive’s employment without Cause Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or the Employee Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a7(a) shall will be limited to the followingas follows: (a) Employee shall without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period following the Date of TerminationPeriod, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty six (506) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of Termination; providedthe Term, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Terminationas applicable. Nothing herein shall prohibit Employee prohibits Executive from being a passive owner of not more than 22.5% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall Executive will not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (xi) solicit any employee of the Company to terminate his or her employment with the Company, (yii) employ any such individual during his or her employment with the Company and for a period of six three months after such individual terminates his or her employment with the Company or (ziii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be 7 are determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 57, (i) the term “Company” shall include includes the Company and its direct and indirect parents and subsidiaries, affiliates; (ii) the term “Business” shall mean means the business of the Company and shall include includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of Terminationthe Term, except that if Employee’s termination the Termination Date or expiration of employment the Term occurs within one year following a Change in of Control, Restriction Period shall mean means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of Terminationthe Term.
Appears in 7 contracts
Sources: Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp), Executive Employment Agreement (Eclipse Resources Corp)
Competition. Employee Executive acknowledges that the Company has provided and the Company agrees to continue to will provide Employee Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such Confidential Information (as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship informationdefined below). The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company In consideration for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support Confidential Information to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described aboveExecutive, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion part of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of TerminationCompany. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Materiality” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term.
(b) Employee Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber other than a customer with regard to matters that are not competitive under Section 5(a), or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company, . The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or in by providing upon request of an employee or a former employee a reference to any way interfere entity with which Executive is not affiliated so long as Executive is not initially identifying the relationship between any such customer, supplier, licensee, licensor or other business relation of the Companyindividual to said entity.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and its the Company’s direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include include, without limitation, the acquisitionmanufacturing, explorationmarketing and/or retailing of vitamins, exploitation minerals and development of, oil and natural gas assets, and health supplements throughout the acquisition of leases and other real property in connection therewith, world as such business may be expanded or altered by the Company during the Term, provided, however, that the term “Business” shall not include any business of the Company materially entered into after the Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Start Date and ending on the date that is twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 7 contracts
Sources: Employment Agreement (Nbty Inc), Employment Agreement (Alphabet Holding Company, Inc.), Employment Agreement (Nbty Inc)
Competition. Employee acknowledges that the Company has provided and the Company agrees to continue to provide Employee with access to its confidentialthat, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development course of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of responsibilities hereunder, Employee will form relationships and become acquainted with certain confidential and proprietary information as further described in Section 13(b). Employee further acknowledges that such relationships and information are and will remain valuable to the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company Employer Group and upon Employee’s full compliance with that the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreementfuture employment, the Company’s provision of confidentialif any, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, are reasonably necessary in order for Employer to protect remain competitive in the value gaming industry. In recognition of any equity-based compensation, training, goodwill support and/or Employer’s heightened need for protection from abuse of relationships formed or information garnered before and during the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance Specified Term of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or hereunder, Employee covenants and agrees for the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: twelve (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (612) month period immediately prior following termination of employment for any reason, unless such employment is terminated by Employer without Cause or by Employee for Good Reason (as such terms are defined below) (the “Restrictive Period”), not to directly or indirectly be employed by, provide consultation or other services to, engage or participate in, provide advice, information or assistance to, fund or invest in, or otherwise be connected or associated in any way or manner with, any firm, person, corporation or other entity which is either directly, indirectly or through an affiliated company or entity, engaged in gaming or proposes to engage in gaming in the Date State of Termination; providedNevada, that the Company provides Employee with or in or within a written list 150 mile radius of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% other jurisdiction in which any member of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business of such entity.
(b) Employee shall not, at any time Employer Group during the Restriction Period, directly Restrictive Period is engaged in gaming or indirectly, recruit or otherwise solicit or induce proposes to engage in gaming (“Competitor”). The covenants under this Section 13(a) include but are not limited to Employee’s covenant not to:
i. Make known to any employee, customer, subscriber or supplier third party the names and addresses of any of the Company (i) to terminate its employment or arrangement with customers of any member of the CompanyEmployer Group, or (any other information pertaining to those customers;
ii) . Call on, solicit, induce to otherwise change its relationship with leave and/or take away, or attempt to call on, solicit, induce to leave and/or take away, any of the Company. Employee shall not, at customers of any time during member of the Restriction Period, directly or indirectlyEmployer Group, either for Employee Employee’s own account or for any other person third party;
iii. Call on, solicit and/or take away, any potential or entityprospective customer of any member of the Employer Group, on whom the Employee called or with whom Employee became acquainted during employment (xeither before or during the Specified Term) by any member of the Employer Group, either for Employee’s own account or for any third party; and
iv. Approach or solicit any employee or independent contractor of any member of the Company to terminate his or her employment Employer Group with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce view towards enticing such person to cease doing business withleave the employ or service of any member of the Employer Group, or reduce the amount hire or contract with any employee or independent contractor of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation member of the Company.
(c) In Employer Group, without the event prior written consent of the terms of this Section 5 shall be determined by any court of competent jurisdiction Employer, such consent to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, within Employer’s sole and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionabsolute discretion.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 6 contracts
Sources: Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp), Employment Agreement (GNLV Corp)
Competition. Employee acknowledges The Grantee covenants and agrees that during the Company has provided Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Employee with access to its confidential, proprietary, and/or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of whether such termination occurs at the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Employee’s full compliance with or the restrictions on Employee’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) anywhere in the world as of the date of the Grantee’s termination of employment with the Company in the United Statesand its Subsidiaries (any such entity, a “Competitor”); provided, however, in that the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages Grantee may in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity passive ownership interest in any public entity that is publicly tradedor through a private, so long as Employee has no active participation in the business of such entity.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit non-operating investment vehicle and may become employed by or otherwise solicit or induce any employee, customer, subscriber or supplier of affiliated with a Competitor if the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for Grantee works in a period of six months after such individual terminates his or her employment business unit thereof that does not compete with the Company or (z) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s President will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 6(c); provided that the President may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and shall include provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Terminationmay reasonably determine.
Appears in 3 contracts
Sources: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling Inc)
Competition. Employee acknowledges that the Company has provided and the Company agrees to continue to will provide Employee with access to its confidential, proprietary, and/or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret informationConfidential Information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information Confidential Information described aboveabove and in consideration for good and valuable consideration received by Employee in connection with the transactions contemplated by the Contribution Agreement, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from (i) being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business of such entityentity or (ii) providing services to any entity where such services are not substantially similar to and otherwise competitive with those previously provided by the Employee to the Company.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement existing arrangements with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, employee of the Company to terminate his or her employment with the Companyconsultant, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor employed or other business relation of otherwise engaged by the Company in order at any time during the one (1) year period prior to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination Date.
(c) In the event the terms of this Section 5 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 54, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewithCompany, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve one (121) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Pivotal Acquisition Corp)
Competition. The Employee acknowledges agrees that during the Company has provided and the Company agrees to continue to provide Employee with access to its confidential, proprietary, and/or trade secret information, including confidential information term of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision Employee will not directly or indirectly, whether or not for compensation and whether or not as an employee, be engaged in any business competing with or which may compete with the business of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value Company (or with any business of any equity-based compensationAffiliate for which the Employee performed services hereunder) within any state, trainingregion or locality in which the Company or such Affiliate is then doing business or marketing its products, goodwill support and/or as the confidential information described abovebusiness of the Company or such Affiliate may then be constituted and in which the Employee has been involved. This agreement not to compete shall be applicable for three (3) years from the date of termination of employment hereunder by the Employee in breach of this Agreement or by the Company for Cause, notwithstanding that the Employee shall not be entitled to any compensation hereunder from and after any such termination. For purposes of this Agreement, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall notbe deemed to be engaged in such a business if he is an employee, at officer, director, or partner, of any time during the Restriction Periodperson, partnership, corporation, trust or other entity which is engaged in such a business or if he directly or indirectly engage inperforms services for such entity or if he or any member of his immediate family beneficially owns an equity interest, have any equity or interest inconvertible into equity, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United Statessuch entity; provided, however, that the foregoing shall not prohibit the Employee or a member of his immediate family from owning, for the purpose of passive investment, less than five percent (5%) of any class of securities of a publicly held corporation. The Employee acknowledges that his services to be rendered to the Company in the event aforesaid capacity are of a special and unusual character which have a unique value to the Company terminates Employee’s employment without Cause or the Employee resigns for Good ReasonCompany, the post-termination restrictions set forth loss of which cannot adequately be compensated by damages in this Section 5(a) shall be limited to the following: (a) Employee shall not, an action at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles law. In view of (i) any oil or natural gas assets the unique value to the Company of the Company or (ii) any potential oil or natural gas assets where services of the Employee for which the Company has taken material steps to lease or purchase real property with respect to such potential assets within employed the six (6) month period immediately prior to the Date of TerminationEmployee; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business of such entity.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean confidential information to be obtained by or disclosed to the business Employee as an employee of the Company; and as a material inducement to the Company to employ the Employee and shall include to pay to the acquisition, exploration, exploitation and development of, oil and natural gas assets, and Employee the acquisition of leases and other real property in connection therewith, as compensation for such business may services to be expanded or altered rendered for the Company by the Employee, the Employee covenants and agrees the Company during shall be entitled to equitable relief to the Term; and (iii) full extent available under the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Terminationapplicable law.
Appears in 2 contracts
Sources: Employment Agreement (Miller Industries Inc /Tn/), Employment Agreement (Miller Industries Inc /Tn/)
Competition. Employee acknowledges The Grantee covenants and agrees that during the Company has provided Grantee’s employment and for a period of one (1) year after the Company agrees to continue to provide Employee with access to its confidential, proprietary, and/or trade secret information, including confidential information termination of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the CompanyGrantee’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of whether such termination occurs at the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit insistence of the Company and upon Employee’s full compliance with or the restrictions on Employee’s conduct provided Grantee (for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreementwhatever reason), the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee Grantee shall not, at any time during the Restriction Periodindividually or jointly with others, directly or indirectly engage inindirectly, perform services for, prepare or take steps to prepare to perform services for, or otherwise have any equity interest ininvolvement with (other than in connection with performing services pursuant to Grantee’s employment), interview for a potential employment or consulting relationship with or manage or operate any personin each case, firm, corporation, partnership or business (whether as an officer, director, officerpartner, employee, agent, representative, partnerconsultant, security holder, consultant owner, employee, independent contractor or otherwise, any entity that competes (whether directly or indirectly) that engages with the Company or its Subsidiaries in any business which competes with any portion of the Business (as defined belowhereinafter defined) anywhere in the world as of the date of the Grantee’s termination of employment with the Company in the United Statesand its Subsidiaries (any such entity, a “Competitor”); provided, however, in that the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages Grantee may in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps event own up to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity passive ownership interest in any public entity that is publicly tradedor through a private, so long as Employee has no active participation in the business of such entity.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit non-operating investment vehicle and may become employed by or otherwise solicit or induce any employee, customer, subscriber or supplier of affiliated with a Competitor if the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for Grantee works in a period of six months after such individual terminates his or her employment business unit thereof that does not compete with the Company or (z) solicit or service any person who was Subsidiary in connection with the Business and the Grantee does not communicate about the Business with any employee in a customer, supplier, licensee, licensor or other business relation unit of such Competitor that does so compete with the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respectSubsidiaries. For purposes hereof, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business offshore oil and gas drilling business. Upon the written request of the Grantee, the Company’s Chairman of the Board will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 7(c); provided that the Chairman of the Board may require the Grantee to provide such information as the Company reasonably determines to be necessary to make such determination; and shall include provided, further that the acquisition, exploration, exploitation current and development of, oil and natural gas assetscontinuing effectiveness of such determination may be conditioned upon the accuracy of such information, and the acquisition of leases and upon such other real property in connection therewith, factors as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Terminationmay reasonably determine.
Appears in 2 contracts
Sources: Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.), Restricted Stock Unit Award Agreement (Diamond Offshore Drilling, Inc.)
Competition. Employee Executive acknowledges that the Company has provided and the Company agrees to continue to provide Employee Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon EmployeeExecutive’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon EmployeeExecutive’s full compliance with the restrictions on EmployeeExecutive’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to EmployeeExecutive, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates EmployeeExecutive’s employment without Cause or the Employee Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee Executive shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty twenty-five (5025) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee Executive with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if EmployeeExecutive’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Athlon Energy Inc.), Employment Agreement (Athlon Energy Inc.)
Competition. Employee acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has provided and for any reason, the Company agrees to continue to provide Employee with access to its confidentialExecutive shall not, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use express written consent of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance Chief Executive Officer of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in and its affiliates to which the United States; providedExecutive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) services provided by others shall be limited deemed to have been provided by the following: (a) Employee shall not, at any time during Executive if the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any Executive had material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business provision of such entityservices.
(b) Employee shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber a customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) shall not apply to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee activity on behalf of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over 12 months after the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionTermination Date.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of TerminationNASDAQ System).
Appears in 2 contracts
Sources: Change in Control Agreement (Castle a M & Co), Change in Control Agreement (Castle a M & Co)
Competition. Employee acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has provided and for any reason, the Company agrees to continue to provide Employee with access to its confidentialExecutive shall not, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use express written consent of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance Chief Executive Officer of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in and its affiliates to which the United States; providedExecutive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) services provided by others shall be limited deemed to have been provided by the following: (a) Employee shall not, at any time during Executive if the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any Executive had material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business provision of such entityservices.
(b) Employee shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber a customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) shall not apply to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee activity on behalf of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending other individual or entity for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action12 months after Executive’s Termination Date.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of TerminationNASDAQ System).
Appears in 2 contracts
Sources: Severance Agreement (Castle a M & Co), Severance Agreement (Castle a M & Co)
Competition. Employee Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company has provided and and, during the Term, the Company agrees from time to continue to time will provide Employee Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this AgreementConfidential Information. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to EmployeeConfidential Information, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described aboveConfidential Information, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any portion of the Business (as defined below) of the Company anywhere in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Terminationworld. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition, nothing herein shall prohibit Employee Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee Except in furtherance of his duties hereunder during the Term, Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit (i) solicit any customers, clients or otherwise solicit or induce any employee, customer, subscriber or supplier suppliers of the Company (i) to terminate its employment or arrangement with the Company, or (ii) solicit, with respect to otherwise change its relationship with hiring, any employee or independent contractor of the Company. Employee shall not, Company or any person employed or engaged by the Company at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee 12-month period immediately preceding the Date of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the Company Company, Parent and its their direct and indirect parents and subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewithCompany, as such business is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, and shall include any type of marine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” shall mean the period beginning on the Original Effective Date and ending on the date twelve (12) months two years following the Date of Termination, except that if EmployeeExecutive’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. Employee Executive acknowledges that the Company has provided provided, and the Company agrees to continue to provide Employee Executive, with access to its confidential, proprietary, and/or or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon EmployeeExecutive’s use of the access, specialized training, and/or or goodwill support provided by Company for the exclusive benefit of the Company and upon EmployeeExecutive’s full compliance with the restrictions on EmployeeExecutive’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or or trade secret information, specialized training, and/or or goodwill support to EmployeeExecutive, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or or the confidential information described above, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee shall Executive will not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the State of Ohio or any other state of the United StatesStates in which the Company conducts Business as of the Termination Date or expiration of the Term, as applicable; provided, however, in the event the Company terminates EmployeeExecutive’s employment without Cause Cause, Executive’s employment terminates upon expiration of the Term by reason of the Company giving timely notice to Executive pursuant to Section 2, or the Employee Executive resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a7(a) shall will be limited to the followingas follows: (a) Employee shall without the prior written consent of the Company, which consent may be withheld in the discretion of the Company, Executive will not, at any time during the Restriction Period following the Date of TerminationPeriod, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty six (506) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Termination Date or expiration of Termination; providedthe Term, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Terminationas applicable. Nothing herein shall prohibit Employee prohibits Executive from being a passive owner of not more than 22.5% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall Executive will not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (xi) solicit any employee of the Company to terminate his or her employment with the Company, (yii) employ any such individual during his or her employment with the Company and for a period of six three months after such individual terminates his or her employment with the Company or (ziii) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the Company.
(c) In the event the terms of this Section 5 shall be 7 are determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 57, (i) the term “Company” shall include includes the Company and its direct and indirect parents and subsidiaries, affiliates; (ii) the term “Business” shall mean means the business of the Company and shall include includes the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean means the period beginning on the Effective Date and ending on the date twelve (12) months following the Termination Date or expiration of Terminationthe Term, except that if Employee’s termination the Termination Date or expiration of employment the Term occurs within one year following a Change in of Control, Restriction Period shall mean means the period beginning on the Effective Date and ending on the date six (6) months following the Termination Date or expiration of Terminationthe Term.
Appears in 1 contract
Sources: Executive Employment Agreement (Eclipse Resources Corp)
Competition. Employee acknowledges that During the Term of the Agreement and for a period of 12 months after termination of the Executive’s employment with the Company has provided and for any reason, the Company agrees to continue to provide Employee with access to its confidentialExecutive shall not, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding without the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use express written consent of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance Chief Executive Officer of the Company’s rights to protect its business and Employee’s right to pursue employment:
(a) Employee shall notbe employed by, at any time during the Restriction Periodserve as a consultant to, or otherwise assist or directly or indirectly engage inprovide services to a Competitor (defined below) if: (i) the services that the Executive is to provide to the Competitor are the same as, have or substantially similar to, any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business services that the Executive provided to the Company or its affiliates, and such services are to be provided with respect to any location in which the Company or an affiliate of the Company has material operations during the 12-month period prior to the Termination Date, or with respect to any location in which the Company or an affiliate of the Company has devoted material resources to establishing operations during the 12-month period prior to the Termination Date; or (as defined belowii) the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company in and its affiliates to which the United States; providedExecutive had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this subparagraph (a), however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) services provided by others shall be limited deemed to have been provided by the following: (a) Employee shall not, at any time during Executive if the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any Executive had material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property supervisory responsibilities with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business provision of such entityservices.
(b) Employee shall notsolicit or attempt to solicit any party who is then or, at any time during the Restriction Period12-month period prior to such solicitation or attempt by the Executive was (or was solicited to become), directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber a customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or provided that the restriction in this subparagraph (iib) shall not apply to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee activity on behalf of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was business that is not a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyCompetitor.
(c) In solicit, entice, persuade or induce any individual who is employed by the event Company or its affiliates (or was so employed within 90 days prior to the terms Executive’s action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of this Section 5 shall be determined any such actions by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time other individual or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such actionentity.
(d) As used directly or indirectly own an equity interest in this Section any Competitor (other than ownership of 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business % or less of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition outstanding stock of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning any corporation listed on the Effective Date and ending on New York Stock Exchange or the date twelve (12) months following American Stock Exchange or included in the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of TerminationNASDAQ System).
Appears in 1 contract
Competition. Employee Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company has provided and and, during the Term, the Company agrees from time to continue to time will provide Employee Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this AgreementConfidential Information. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to EmployeeConfidential Information, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described aboveConfidential Information, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any portion of the Business (as defined below) of the Company anywhere in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Terminationworld. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition, nothing herein shall prohibit Employee Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee Except in furtherance of his duties hereunder during the Term, Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit (i) solicit any customers, clients or otherwise solicit or induce any employee, customer, subscriber or supplier suppliers of the Company (i) to terminate its employment or arrangement with the Company, or (ii) solicit, with respect to otherwise change its relationship with hiring, any employee or independent contractor of the Company. Employee shall not, Company or any person employed or engaged by the Company at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee 12-month period immediately preceding the Date of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the Company Company, Parent and its their direct and indirect parents and subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewithCompany, as such business is conducted as of the Effective Date or may be expanded or altered by the Company during the Term, and shall include any type of marine-based or nature or adventure travel expeditions; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months two years following the Date of Termination, except that if EmployeeExecutive’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. Employee (a) Executive acknowledges that the Company has provided and and, during the Term, the Company agrees from time to time will continue to provide Employee Executive with access to its confidential, proprietary, and/or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret informationConfidential Information, specialized training, and/or goodwill support to EmployeeExecutive, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information Confidential Information described above, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:.
(ab) Employee Executive shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with that sells or provides products or services that are competitive (any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any such person, firm, corporation, partnership or business business, a “Competitor”) with respect to (whether as director, officer, employee, agent, representative, partner, security holder, consultant 1) the products or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of services sold or provided by the Company within fifty (50) miles of (i) or any oil products or natural gas assets of the Company or (ii) any potential oil or natural gas assets where services to which the Company has taken material substantial steps to lease or purchase real property with respect to such potential assets within in furtherance thereof) at any time during the six period of twelve (612) month period immediately months on and prior to the Date of Termination, and/or (2) any products or services to which the Company has taken substantial steps in furtherance thereof during any portion of the Term, and such products or services are sold or provided by the Company following the Date of Termination; provided, however, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(bc) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six twelve months after such individual terminates his or her employment with the Company or (z) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company. Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertisement of a third party as long as(1) Executive has no involvement or participation in any way interfere with the relationship between recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not been an employee, customer, subscriber or employee of the Company for a period of twelve months at the time of any such customercontact with such Person, supplier, licensee, licensor and (2) Executive in the aggregate together with his or other business relation her affiliates does not hold more than ten percent (10%) of the Companyoutstanding voting securities of such third party and is not serving directly or indirectly as an executive officer or director of such third party.
(cd) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Atotech LTD)
Competition. Employee Executive acknowledges that in connection with his ownership of and service to the Company, Executive has been provided with Confidential Information (as defined below) relating to the Company has provided and and, during the Term, the Company agrees from time to continue to time will provide Employee Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this AgreementConfidential Information. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, Agreement and the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to EmployeeConfidential Information, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described aboveConfidential Information, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(a) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which directly competes with any portion of the Business (as defined below) of the Company anywhere in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Terminationworld. Nothing herein shall prevent Executive from engaging in any activity with a non-competitive division of an entity engaged in a business that competes with the Company; provided that none of Executive’s activities in respect of such non-competitive division would reasonably be expected to cause Executive to otherwise breach his obligations under this Section 6 in respect of the entity engaged in a business that competes with the Company. In addition, nothing herein shall prohibit Employee Executive from being a passive owner of not more than 25% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(b) Employee Except in furtherance of his duties hereunder during the Term, Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit (i) solicit any customers, clients or otherwise solicit or induce any employee, customer, subscriber or supplier suppliers of the Company (i) to terminate its employment or arrangement with the Company, or (ii) solicit, with respect to otherwise change its relationship with hiring, any employee or independent contractor of the Company. Employee shall not, Company or any person employed or engaged by the Company at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee 12-month period immediately preceding the Date of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of the CompanyTermination.
(c) In the event the terms of this Section 5 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 56, (i) the term “Company” shall include the Company Company, Parent and its their direct and indirect parents and subsidiaries, ; (ii) the term “Business” shall mean the business of the Company and shall include the acquisitionCompany, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.as
Appears in 1 contract
Sources: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Competition. Employee acknowledges that will not do any of the Company has provided and the Company agrees to continue to provide Employee with access to its confidentialfollowing, proprietaryeither directly or indirectly, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon during Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of employment with the Company and upon during the period of twelve months after Employee’s full compliance cessation of employment with the restrictions on Employee’s conduct provided for Company, anywhere in the world. In the event that Employee improperly competes with the Company in violation of this Agreement. Ancillary to the rights provided to Employee as set forth in this AgreementSection, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to Employee, and Employee’s agreements regarding period during which he engages in such competition shall not be counted in determining the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and Employee agree to the following provisions against unfair competition, which Employee acknowledges represent a fair balance duration of the Company’s rights to protect its business and Employee’s right to pursue employmenttwelve (12) month non-compete restriction:
(a) Employee For purposes of this Agreement, “Competitive Activity” shall notmean any activity relating to, at any time during the Restriction Periodin respect of or in connection with, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reasonindirectly, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or data warehousing and business intelligence consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of the Company within fifty (50) miles of (i) any oil or natural gas assets of the Company or (ii) any potential oil or natural gas assets where the Company has taken material steps to lease or purchase real property with respect to such potential assets within the six (6) month period immediately prior to the Date of Termination; provided, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee has no active participation in the business of such entitybusiness.
(b) Employee shall notnot engage in any Competitive Activity; whether as an owner, at any time during the Restriction Periodmanager, directly consultant, or indirectly, recruit or otherwise solicit or induce any employee, customerprovided, subscriber however, that during his employment by the Company and during his non-compete period following departure from the Company, Employee may serve as a director or supplier consultant of an entity that is either a Company licensee, or, for non-licensees, in such capacity as the Board of Directors of the Company (i) has granted him written permission, which permission shall be granted unless the Board of Directors reasonably determines that doing so is likely to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee shall not, at any time during the Restriction Period, directly or indirectly, either for Employee or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit or service any person who was a customer, supplier, licensee, licensor or other business relation of the Company in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or other business relation of have an adverse financial effect on the Company.
(c) In Employee shall not solicit or perform services in connection with any Competitive Activity for any prior or current customers of the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.Company; or
(d) As Employee shall not solicit for employment or employ any then current employees employed by the Company without the Company’s consent. Employee and the Company agree that the phrase “Employee’s cessation of employment with the Company” as used in this Section 5Agreement, (i) the term “Company” shall include refers to any separation from his employment at the Company and its direct and indirect parents and subsidiarieseither voluntarily or involuntarily, (ii) either with cause or without cause, or whether the term “Business” shall mean separation is at the business behest of the Company or Employee. Nothing in this Agreement shall preclude Employee from employment at a not-for-profit or governmental institution, provided that no for-profit business involved data warehousing and shall include the acquisitionbusiness intelligence consulting, explorationdirectly or indirectly, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if derives a benefit from Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Terminationemployment.
Appears in 1 contract
Sources: Employment Agreement (Conversion Services International Inc)
Competition. Employee (a) Executive acknowledges that the Company has provided and and, during the Term, the Company agrees from time to time will continue to provide Employee Executive with access to its confidential, proprietary, and/or trade secret informationConfidential Information (as defined below), including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon Employee’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon Employee’s full compliance with the restrictions on Employee’s conduct provided for in this Agreement. Ancillary to the rights provided to Employee Executive as set forth in this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret informationConfidential Information, specialized training, and/or goodwill support to EmployeeExecutive, and EmployeeExecutive’s agreements regarding the use of same, in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information Confidential Information described above, the Company and Employee Executive agree to the following provisions against unfair competition, which Employee Executive acknowledges represent a fair balance of the Company’s rights to protect its business and EmployeeExecutive’s right to pursue employment:
(ab) Employee Executive shall not, within the geographic markets currently serviced or targeted by the Company or that the Company has been involved in working towards being serviced, at any time during the Restriction PeriodPeriod (as defined below), directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with that sells or provides products or services that are competitive (any portion of the Business (as defined below) of the Company in the United States; provided, however, in the event the Company terminates Employee’s employment without Cause or the Employee resigns for Good Reason, the post-termination restrictions set forth in this Section 5(a) shall be limited to the following: (a) Employee shall not, at any time during the Restriction Period following the Date of Termination, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any such person, firm, corporation, partnership or business business, a “Competitor”) with respect to (whether as director, officer, employee, agent, representative, partner, security holder, consultant 1) the products or otherwise) that engages in any business which competes in any material respect with any material portion of the Business (as defined below) of services sold or provided by the Company within fifty (50) miles of (i) or any oil products or natural gas assets of the Company or (ii) any potential oil or natural gas assets where services to which the Company has taken material substantial steps to lease or purchase real property with respect to such potential assets within in furtherance thereof) at any time during the six period of twelve (612) month period immediately months on and prior to the Date of Termination, and/or (2) any products or services to which the Company has taken substantial steps in furtherance thereof during any portion of the Term, and such products or services are sold or provided by the Company following the Date of Termination; provided, however, that the Company provides Employee with a written list of any such potential leases or real property within five (5) days following the Date of Termination. Nothing nothing herein shall prohibit Employee Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Employee Executive has no active participation in the business of such entity.
(bc) Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Employee Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Employee Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six twelve months after such individual terminates his or her employment with the Company or (z) solicit any vendor or service any person who was a customer, supplier, licensee, licensor or other business relation affiliate of the Company in order to induce or attempt to induce such person to cease doing to do business with, or reduce the amount of business conducted with, with the Company. Notwithstanding anything to the contrary in this Agreement, Executive will not be deemed to have violated this Agreement if an employee, customer, subscriber or employee of the Company responds directly to a general advertisement of a third party as long as (1) Executive has no involvement or participation in any way interfere with the relationship between recruitment, solicitation or inducement of such Person, or, in the case of a former Company employee, if such Person has not been an employee, customer, subscriber or employee of the Company for a period of twelve months at the time of any such customercontact with such Person, supplier, licensee, licensor and (2) Executive in the aggregate together with his or other business relation her affiliates does not hold more than ten percent (10%) of the Companyoutstanding voting securities of such third party and is not serving directly or indirectly as an executive officer or director of such third party.
(cd) In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to, and may be modified by a court of competent jurisdiction to, to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect parents and subsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include the acquisition, exploration, exploitation and development of, oil and natural gas assets, and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending on the date twelve (12) months following the Date of Termination, except that if Employee’s termination of employment occurs within one year following a Change in Control, Restriction Period shall mean the period beginning on the Effective Date and ending on the date six (6) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Atotech LTD)