Common use of Covenants Not to Compete or Interfere Clause in Contracts

Covenants Not to Compete or Interfere. In consideration for the Parent's and the Company's promise to provide the compensation and benefits set forth in this Employment Agreement and as an inducement for Parent to enter into the Merger Agreement, for a period ending twelve (12) months from and after the date of termination of the Employee's employment hereunder, except for a termination of employment pursuant to paragraph 8(a) (i) or 8(a) (iii) or a voluntary termination by the Employee following a Material Demotion, the Employee shall not engage in any business (whether as an officer, director, owner, employee, partner or other direct or indirect participant) which is engaged in the manufacturing, distribution or research and development of any products being sold by, or under development by, the Company or its subsidiaries as of the date of such termination of employment, in any geographic area where the Company or such subsidiaries are then so manufacturing or distributing such products, nor shall the Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, supplier, lessor, lessee or employee of the Company. It is the desire and intent of the parties that the provisions of this paragraph 12 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph 12 shall be adjudicated to be invalid or unenforceable, this paragraph 12 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made.

Covenants Not to Compete or Interfere. In consideration for the Parent's and the Company's promise to provide the compensation and benefits set forth in this Employment Agreement and as an inducement for Parent to enter into the Merger Agreement, for For a period ending twelve of two (122) months year(s) from and after the date of termination of the Employee's employment hereunderhereunder for any reason, except for Employee will not, directly or indirectly, as a termination sole proprietor, member of employment pursuant to paragraph 8(a) (i) a partnership, or 8(a) (iii) stockholder, investor, officer or director of a voluntary termination by the Employee following a Material Demotioncorporation, the Employee shall not engage in any business (whether or as an officer, director, owner, employee, partner agent, associate or other direct consultant of any person, firm or indirect participantcorporation: (a) which is engaged Engage in the manufacturing, distribution or research and development business of any products being sold by, or under development by, the type performed by the Company or its subsidiaries as affiliates. This restriction shall apply throughout the United States. Employee acknowledges that the business engaged in by the Company is national in scope, and that this geographic limitation therefore is reasonable; or (b) Solicit, or assist anyone else in the solicitation of, any of the date of such termination of employment, in any geographic area where the Company or such subsidiaries are then so manufacturing or distributing such products, nor shall the Employee interfere with, disrupt or attempt Company's employees to disrupt the relationship, contractual or otherwise, between terminate their employment with the Company and to become employed by any customerbusiness enterprise with which the Employee may then be associated, supplieraffiliated, lessoror connected. As used in this paragraph 7 and in paragraph 8, lessee "affiliate" shall mean any person, firm or employee of corporation that, directly or indirectly, controls, is controlled by, or is under common control with, the Company, whether such control is through stock ownership, contract or otherwise. It is the desire and intent of the parties that the provisions of this paragraph 12 7 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph 12 7 shall be adjudicated to be invalid or unenforceable, this paragraph 12 7 shall be deemed amended to delete therefrom permit a court to modify the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect so that this paragraph shall be legally enforceable to the operation full extent permitted in the law of this paragraph in the particular jurisdiction in which such adjudication is made.

Covenants Not to Compete or Interfere. In consideration for the Parent's and the Company's promise to provide the compensation and benefits set forth in this Employment Agreement and as an inducement for Parent to enter into the Merger Agreement, for For a period ending twelve on the later of (12a) months five (5) years from and after the date of hereof or (b) two (2) years from and after the termination of the Employee's employment hereunder, except for a termination of employment pursuant to paragraph 8(a) (i) or 8(a) (iii) or a voluntary termination by the Employee following will not, directly or indirectly, as a Material Demotionsole proprietor, the Employee shall not engage in member of a partnership, or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation: (a) Solicit or accept business (whether as an officer, director, owner, employee, partner x) from any clients or other direct or indirect participant) which is engaged in the manufacturing, distribution or research and development prospects of any products being sold by, or under development bySDI, the Company or its subsidiaries as of their affiliates or (y) from any former client who was such within the last two (2) years prior to the date of such termination of employmentthis Agreement, in any geographic area where if the business solicited or accepted is competitive with the business conducted by SDI, the Company or their affiliates or the solicitation or acceptance of such subsidiaries are then so manufacturing or distributing such productsbusiness would interfere with the customer relationships maintained by SDI, nor shall the Employee interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any customer, supplier, lessor, lessee or employee their affiliates; or (b) Engage in the business of the Companytype performed by SDI, the Company or their affiliates. It is the desire and intent of the parties that the provisions of this paragraph 12 7 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this paragraph 12 7 shall be adjudicated to be invalid or unenforceable, this paragraph 12 7 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made.