Common use of Covenants Not to Compete Clause in Contracts

Covenants Not to Compete. a. The Executive covenants and agrees that he will not at any time during his employment with the Corporation and thereafter for the applicable Post-Employment Restriction Period, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly, whether as employee, owner, partner, agent, director, officer, consultant, shareholder (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotations System or any successor thereto) either (i) establish any Person that competes with the Corporation or any of its Subsidiaries or (ii) be affiliated or connected with any Person that carries on any business within the states of Wisconsin, Illinois and Missouri, the states contiguous thereto, elsewhere in the United States and the world, that is competitive with the business of the Corporation or any of its Subsidiaries in a capacity which is competitive in any of its duties, responsibilities or activities with the business of the Corporation or any of its Subsidiaries. Without limiting the generality of the preceding sentence, the Executive covenants and agrees that he will not directly or indirectly solicit, divert or accept business from or otherwise take away or interfere with any customer of the Corporation or any of its Subsidiaries, including without limitation any Person who was a customer or whose business was being pursued by the Corporation or any of its Subsidiaries within (x) the period of the Executive's employment with the Corporation, (y) one (1) year prior to such employment or (z) one (1) year after the termination of such employment, including all customers directly or indirectly produced or generated by the Executive. The parties further agree that if the Executive becomes affiliated or connected with any Person described in clause (ii) of this Paragraph 10 (a) during either his employment with the Corporation or the Post-Employment Restriction Period, the Executive shall be obliged to show by clear and convincing evidence that none of his duties, responsibilities or activities entail employment in a capacity which has been, is or is likely to become, competitive with the business of the Corporation or any of its Subsidiaries. The parties hereto agree that the covenant contained in clause (ii) of this Paragraph 10(a) shall be construed as a series of separate covenants, one for each state or other geographic area specified in such clause and, except for geographic coverage, each separate covenant shall be deemed identical. b. The Executive further covenants and agrees that he will not for a period of three (3) years after the termination of his employment hereunder, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly, accept employment, be employed by or be a principal of any business or enterprise operating within the United States which then employs or has as a principal or holder of any interest therein (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose shares are publicly traded) any individual who was previously employed in a managerial or executive position with the Corporation or any of its Affiliates, provided however, that this prohibition shall not be applicable if (i) such business or enterprise does not compete with the Corporation or its Affiliates, or (ii) (x) such business or enterprise engages in activities which do compete and other activities which do not compete with the Corporation or its Affiliates, (y) the Executive and the other individual who was previously employed by the Corporation or any of its Affiliates are employed by such business or enterprise in connection with activities which in no way compete with the Corporation or its Affiliates and (z) neither the Executive nor the other individual who was previously employed by the Corporation or its Affiliates is or proposes to be a principal of such business or enterprise. c. If any provision of the covenants and agreements set forth above shall be held invalid or unenforceable because of the scope of the territory or the actions thereby restricted, or the period of time within which such covenant or agreement is operative, or for any other reason, it is the intent of the parties hereto that such provision shall be construed by limiting and reducing it, or, if necessary, eliminating it so that the provisions hereof be valid and enforceable to the extent compatible with applicable law as determined by a court of competent jurisdiction.

Covenants Not to Compete. a. The Executive covenants and agrees that while he will not at any time during his is employed by the Company and for a period of two (2) years after the date on which such employment with terminates (or eighteen (18) months after the Corporation and thereafter for date such employment terminates if such termination follows a Change in Control), the applicable Post-Employment Restriction Period, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designeesshall not, directly or indirectly, whether as employee, owner, partner, agent, director, officer, consultant, shareholder : (except as the holder i) have an ownership interest in (other than ownership of not more than one percent (1%) 5% or less of the outstanding shares stock of a corporation whose stock is any entity listed on any national the New York or regional securities exchange American Stock Exchange or reported by included in the National Association of Securities Dealers Automated Quotations System Quotation System) any corporation, firm, joint venture, partnership, proprietorship, or any successor thereto) either (i) establish any Person that competes with the Corporation other entity or any of its Subsidiaries association which manages, owns or (ii) be affiliated or connected with any Person that carries on any business within the states of Wisconsin, Illinois and Missouri, the states contiguous thereto, elsewhere in the United States and the world, operates a parking facility that is competitive with the business of the Corporation or any of its Subsidiaries in a capacity which is competitive Parking Companies in any of its dutiesthe metropolitan areas in which, responsibilities or activities with the business as of the Corporation or any of its Subsidiaries. Without limiting the generality of the preceding sentence, the Executive covenants and agrees that he will not directly or indirectly solicit, divert or accept business from or otherwise take away or interfere with any customer of the Corporation or any of its Subsidiaries, including without limitation any Person who was a customer or whose business was being pursued by the Corporation or any of its Subsidiaries within (x) the period of the time Executive's employment with terminates, the CorporationParking Companies own, manage and/or operate one or more parking facilities (y) one (1) year prior to such employment or (z) one (1) year after hereinafter the termination of such employment, including all customers directly or indirectly produced or generated by the Executive. The parties further agree that if the Executive becomes affiliated or connected with any Person described in clause "METROPOLITAN AREAS"); (ii) of this Paragraph 10 (a) during either his employment with the Corporation become employed by, work for, consult with, or the Post-Employment Restriction Periodassist any person, the Executive shall be obliged to show by clear and convincing evidence corporation, firm, joint venture, partnership, proprietorship, or any other entity or association that none of his duties, responsibilities or activities entail employment is engaged in a capacity business which has been, is or is likely to become, competitive with the business of the Corporation Parking Companies in the Chicago metropolitan area or in any of its Subsidiaries. The parties hereto agree that the covenant contained other Metropolitan Areas in clause (ii) of this Paragraph 10(a) shall be construed as a series of separate covenants, one which the Executive has been responsible for each state performing supervisory or other geographic area specified in such clause and, except for geographic coverage, each separate covenant shall be deemed identical. b. The Executive further covenants and agrees that he will not for a period services on behalf of any of the Parking Companies within the three (3) years immediately preceding the termination of his employment; (iii) contact or solicit business from any client or customer of the Parking Companies or from any person who is responsible for referring or who regularly refers business to the Parking Companies; or (iv) take any action to recruit or to assist in the recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies. It is not the intention of the Parking Companies to interfere with the employment opportunities of former employees except in those situations, described above, in which such employment would conflict with the legitimate interests of the Parking Companies. If the Executive, after the termination of his employment hereunder, except with has any question regarding the express prior written consent applicability of the Chairman and Chief Executive Officer of Harbour Group Ltd.above provisions to a potential employment opportunity, any successor to Harbour Group Ltd. or their respective designees, directly or indirectly, accept employment, be employed by or be a principal of any business or enterprise operating within the United States which then employs or has as a principal or holder of any interest therein (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose shares are publicly traded) any individual who was previously employed in a managerial or executive position with the Corporation or any of its Affiliates, provided however, that this prohibition shall not be applicable if (i) such business or enterprise does not compete with the Corporation or its Affiliates, or (ii) (x) such business or enterprise engages in activities which do compete and other activities which do not compete with the Corporation or its Affiliates, (y) the Executive and the other individual who was previously employed by the Corporation or any of its Affiliates are employed by such business or enterprise in connection with activities which in no way compete with the Corporation or its Affiliates and (z) neither the Executive nor the other individual who was previously employed by the Corporation or its Affiliates is or proposes to be a principal of such business or enterprise. c. If any provision of the covenants and agreements set forth above shall be held invalid or unenforceable because of the scope of the territory or the actions thereby restricted, or the period of time within which such covenant or agreement is operative, or for any other reason, acknowledges that it is his responsibility to contact the intent of the parties hereto that such provision shall be construed by limiting and reducing it, or, if necessary, eliminating it Company so that the provisions hereof be valid and enforceable Company may inform the Executive of its position with respect to the extent compatible with applicable law as determined by a court of competent jurisdictionsuch opportunity.

Covenants Not to Compete. a. The Executive covenants and agrees that while he will not at any time during his is employed by the Company and for a period of two (2) years after the date on which such employment with terminates (or eighteen (18) months after the Corporation and thereafter for date such employment terminates if such termination follows a Change in Control), the applicable Post-Employment Restriction Period, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designeesshall not, directly or indirectly, whether as employee, owner, partner, agent, director, officer, consultant, shareholder : (except as the holder i) have an ownership interest in (other than ownership of not more than one percent (1%) 5% or less of the outstanding shares stock of a corporation whose stock is any entity listed on any national the New York or regional securities exchange American Stock Exchange or reported by included in the National Association of Securities Dealers Automated Quotations System Quotation System) any corporation, firm, joint venture, partnership, proprietorship, or any successor thereto) either (i) establish any Person that competes with the Corporation other entity or any of its Subsidiaries association which manages, owns or (ii) be affiliated or connected with any Person that carries on any business within the states of Wisconsin, Illinois and Missouri, the states contiguous thereto, elsewhere in the United States and the world, operates a parking facility that is competitive with the business of the Corporation or any of its Subsidiaries in a capacity which is competitive Parking Companies in any of its dutiesthe metropolitan areas in which, responsibilities or activities with the business as of the Corporation or any of its Subsidiaries. Without limiting the generality of the preceding sentence, the Executive covenants and agrees that he will not directly or indirectly solicit, divert or accept business from or otherwise take away or interfere with any customer of the Corporation or any of its Subsidiaries, including without limitation any Person who was a customer or whose business was being pursued by the Corporation or any of its Subsidiaries within (x) the period of the time Executive's employment with terminates, the CorporationParking Companies own, manage and/or operate one or more parking facilities (y) one (1) year prior to such employment or (z) one (1) year after hereinafter the termination of such employment, including all customers directly or indirectly produced or generated by the Executive. The parties further agree that if the Executive becomes affiliated or connected with any Person described in clause "Metropolitan Areas"); (ii) of this Paragraph 10 (a) during either his employment with the Corporation become employed by, work for, consult with, or the Post-Employment Restriction Periodassist any person, the Executive shall be obliged to show by clear and convincing evidence corporation, firm, joint venture, partnership, proprietorship, or any other entity or association that none of his duties, responsibilities or activities entail employment is engaged in a capacity business which has been, is or is likely to become, competitive with the business of the Corporation Parking Companies in the Chicago metropolitan area or in any of its Subsidiaries. The parties hereto agree that the covenant contained other Metropolitan Areas in clause (ii) of this Paragraph 10(a) shall be construed as a series of separate covenants, one which the Executive has been responsible for each state performing supervisory or other geographic area specified in such clause and, except for geographic coverage, each separate covenant shall be deemed identical. b. The Executive further covenants and agrees that he will not for a period services on behalf of any of the Parking Companies within the three (3) years immediately preceding the termination of his employment; (iii) contact or solicit business from any client or customer of the Parking Companies or from any person who is responsible for referring or who regularly refers business to the Parking Companies; or (iv) take any action to recruit or to assist in the recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies. It is not the intention of me Parking Companies to intertere with the employment opportunities of former employees except in those situations, described above, in which such employment would conflict with the legitimate interests of the Parking Companies. If the Executive, after the termination of his employment hereunder, except with has any question regarding the express prior written consent applicability of the Chairman and Chief Executive Officer of Harbour Group Ltd.above provisions to a potential employment opportunity, any successor to Harbour Group Ltd. or their respective designees, directly or indirectly, accept employment, be employed by or be a principal of any business or enterprise operating within the United States which then employs or has as a principal or holder of any interest therein (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose shares are publicly traded) any individual who was previously employed in a managerial or executive position with the Corporation or any of its Affiliates, provided however, that this prohibition shall not be applicable if (i) such business or enterprise does not compete with the Corporation or its Affiliates, or (ii) (x) such business or enterprise engages in activities which do compete and other activities which do not compete with the Corporation or its Affiliates, (y) the Executive and the other individual who was previously employed by the Corporation or any of its Affiliates are employed by such business or enterprise in connection with activities which in no way compete with the Corporation or its Affiliates and (z) neither the Executive nor the other individual who was previously employed by the Corporation or its Affiliates is or proposes to be a principal of such business or enterprise. c. If any provision of the covenants and agreements set forth above shall be held invalid or unenforceable because of the scope of the territory or the actions thereby restricted, or the period of time within which such covenant or agreement is operative, or for any other reason, acknowledges that it is the intent of the parties hereto that such provision shall be construed by limiting and reducing it, or, if necessary, eliminating it so that the provisions hereof be valid and enforceable to the extent compatible with applicable law as determined by a court of competent jurisdiction.is

Covenants Not to Compete. a. The Executive covenants and agrees that he will not at any time during his employment with the Corporation Company and thereafter for the applicable Post-Employment Restriction PeriodPeriod (as defined below in Section 7), except with the express prior written consent of the Chairman and Chief Executive Officer President of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designeesthe Company, directly or indirectly, whether as employee, owner, partner, agent, director, officer, consultant, shareholder (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotations System Nasdaq Stock Market or any successor thereto) either (i) establish any Person that competes with the Corporation Company or any of its Subsidiaries the Subsidiaries, or (ii) be affiliated or connected in any manner with any Person that carries on any business which engages in, the Business or proposes to engage in the Business within the states of Wisconsin, Illinois and Missouri, the states contiguous thereto, elsewhere in the United States and the world, that is competitive with the business of the Corporation or any of its Subsidiaries Area (a "Competitor") in a capacity manner which is competitive in any of its dutieshis responsibilities, responsibilities duties or activities with the business of the Corporation or any of its Subsidiaries. Without limiting the generality of the preceding sentence, the Executive covenants and agrees that he will not directly or indirectly solicit, divert or accept business from or otherwise take away or interfere with any customer of the Corporation or any of its Subsidiaries, including without limitation any Person who was a customer or whose business was being pursued by the Corporation or any of its Subsidiaries within (x) the period of the Executive's employment with the Corporation, (y) one (1) year prior to such employment or (z) one (1) year after the termination of such employment, including all customers directly or indirectly produced or generated by the ExecutiveBusiness. The parties further agree that if the Executive becomes affiliated or connected with any Person described in clause (ii) of this Paragraph 10 (a) Competitor during either his employment with the Corporation Company or the Post-Employment Restriction Period, the Executive shall be obliged to show by clear and convincing evidence that none of his duties, responsibilities or activities entail employment in a capacity which has been, is or is likely to become, competitive with the business of the Corporation or any of its SubsidiariesBusiness. The parties hereto agree that the covenant contained in clause (ii) of this Paragraph 10(aSection 6(a) shall be construed as a series of separate covenants, one for each state or other geographic area specified subdivision included in such clause the Area and, except for geographic coverage, each separate covenant shall be deemed identical. b. The Executive covenants and agrees that he will not, at any time during his employment with the Company and for a period of three (3) years thereafter, except with the express prior written consent of the President of the Company, directly or indirectly: (i) solicit, divert or accept competitive business from or otherwise take away or interfere with any Person for whom the Company or any Subsidiary performed any services or to whom the Company or any Subsidiary sold products or whose business was being pursued by the Company or any Subsidiary during his employment with the Company or any Subsidiary and for the Post-Employment Restriction Period; (ii) solicit for employment or any similar arrangement any Person who is at such time an employee or independent contractor of the Company or any Subsidiary; or (iii) induce or attempt to induce any Person that is a supplier to the Company or any Subsidiary or, any distributor or seller of products for the Company or any Subsidiary to terminate or otherwise adversely change or cancel any written or oral agreement with such entity. c. The Executive further covenants and agrees that he will not for a period of three (3) years after the termination of his employment hereunder, except with the express prior written consent of the Chairman and Chief Executive Officer President of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designeesthe Company, directly or indirectly, accept employment, be employed by or be a principal of any business or enterprise operating within the United States which then employs or has as a principal or holder of any interest therein (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose shares are publicly tradedstock is listed on any national or regional securities exchange or reported by the Nasdaq Stock Market or any successor thereto) any individual who was previously employed in a managerial or executive position with the Corporation Company, Subsidiaries or any of its their Affiliates, provided however, that this prohibition shall not be applicable if (i) such business or enterprise does not compete with the Corporation Company, Subsidiaries or its any of their Affiliates, or (ii) (x) such business or enterprise engages in activities which do compete and other activities which do not compete with the Corporation Company, Subsidiaries or its any of their Affiliates, (y) the Executive and the other individual who was previously employed by the Corporation Company, Subsidiaries or any of its their Affiliates are employed by such business or enterprise in connection with activities which in no way compete with the Corporation Company, Subsidiaries or its any of their Affiliates and (z) neither the Executive nor the other individual who was previously employed by the Corporation Company, Subsidiaries or its any of their Affiliates is or proposes to be a principal of such business or enterprise. c. If any provision of the covenants and agreements set forth above shall be held invalid or unenforceable because of the scope of the territory or the actions thereby restricted, or the period of time within which such covenant or agreement is operative, or for any other reason, it is the intent of the parties hereto that such provision shall be construed by limiting and reducing it, or, if necessary, eliminating it so that the provisions hereof be valid and enforceable to the extent compatible with applicable law as determined by a court of competent jurisdiction.