Common use of Loyal and Conscientious Performance Noncompetition Clause in Contracts

Loyal and Conscientious Performance Noncompetition. 2.1 During the Employment Period, Executive shall devote his full business energies, interest, abilities and productive time to PETCO. This paragraph shall not preclude Executive from engaging in civic, charitable or religious activities, or from serving on boards of directors of companies or organizations that do not present any conflict with the interests of the Company or otherwise adversely affect the Executive’s performance of his duties. 2.2 Except with the prior written consent of the Board, Executive will not, during the Employment Period, or any period during which Executive is receiving compensation or any other consideration from the Company, including any payments pursuant to Section 4 herein, compete with the Company, either directly or indirectly, in any manner or capacity, as adviser, consultant, principal, agent, partner, officer, director, employee, member of any association or otherwise, in any phase of developing, manufacturing or marketing any product or service that is in the same field of use or that otherwise competes with a product or service that is offered, is actively under development, or is actively being considered for development by the Company. 2.3 Except as permitted herein, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest that Executive knows or should know is adverse or antagonistic to the Company, its business, clients, strategic partners, investors or prospects. Ownership by Executive, as a passive investment, of less than five percent (5%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this paragraph.

Loyal and Conscientious Performance Noncompetition. 2.1 During the Employment Period, Executive shall devote his full business energies, interest, abilities and productive time to PETCOthe proper and efficient performance of his duties under this Agreement. This paragraph The foregoing shall not preclude Executive from engaging in civic, charitable or religious activities, or from serving on boards of directors of companies or organizations that do which will not present any direct conflict with the interests interest of the Company or otherwise adversely affect the Executive’s performance of his dutiesExecutive's duties hereunder. 2.2 Except with the prior written consent of the Company's Board, Executive will not, during the Employment Period, or any period during which Executive is receiving compensation or any other consideration from the Company, including any payments severance pay pursuant to Section 4 herein, compete engage in competition with the Company, either directly or indirectly, in any manner or capacity, as adviser, consultant, principal, agent, partner, officer, director, employee, member of any association or otherwise, in any phase of the business of developing, manufacturing or and marketing any product or service that is of products which are in the same field of use or that which otherwise competes compete with a product the products or service that is offered, is products actively under development, or is actively being considered for development by the Company. 2.3 Except as permitted herein, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest that Executive knows or should know is known by him to be adverse or antagonistic to the Company, its business, clients, strategic partners, investors business or prospects, financial or otherwise. Ownership by Executive, as a passive investment, of less than five percent (5%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded in the over-the-the- counter market shall not constitute a breach of this paragraph.