Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates).
Appears in 9 contracts
Sources: Noncompetition Agreement (MST Enterprises Inc), Noncompetition Agreement (MST Enterprises Inc), Noncompetition Agreement (MST Enterprises Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as defined below) well as the compensation to be paid to Executive Employee hereunder, Executive including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's Employee’s services have been and shall be of special, unique unique, and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Employee agrees that, during Employee’s employment and for one (1) year following the two-year period commencing on the date of Executive's termination of Employee’s employment with the Company for any reason (collectively, the "“Noncompete Period"”), Executive Employee shall not not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company conducts engages in such business on businesses (“Restricted Territory”). Employee further agrees that during the date of Executive's termination of employment with Noncompete Period, Employee will not perform the Company (other than on behalf of, and at same or similar services for a Competitor in the direction of, the Company)Restricted Territory. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2% %) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Company, its subsidiaries or any of its affiliates to leave the employ of the Company or such affiliatethereof, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company or any of its affiliates Material Contact”), to cease doing business its relationship with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation Company Material Contact and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company Company, its subsidiaries, or its affiliates).
(c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.
(d) Employee acknowledges and agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 above.
Appears in 9 contracts
Sources: Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In consideration During the Term of Employment and for the one year period commencing on the termination of the Noncompete Payment Executive’s employment for any reason whatsoever, including expiration of the Term (the “Restricted Period”), the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar withor any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, Sprintank's and (i) the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be term “proprietary interest” means direct or indirect ownership of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, an equity interest in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (an entity other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner ownership of not more less than 2% of the outstanding stock 2 percent of any class stock in a publicly-held entity, and (ii) an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of a corporation an entity which is publicly traded, so long as Executive has no active participation engaged in the business of (A) providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such corporationbusiness located within 50 miles of the main office of the Company.
(b) During the Noncompete Restricted Period, and for a period of one year thereafter, the Executive shall not not, either directly or indirectly through another entity indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, (i) induce call upon any person or attempt entity which is or has been within 24 months prior to the termination or other cessation of the Executive’s employment for any reason, a customer of the Company or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or (ii) induce any employee Customer to curtail, cancel, not renew, or not continue their business with the Company or any subsidiary.
(c) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, without the express prior written consent of the Company, directly or indirectly, (i) solicit or assist any third party in soliciting for employment any person employed by the Company or any of its affiliates to leave subsidiaries at the employ time of the Company termination of the Executive’s employment (collectively, “Employees”), (ii) employ, attempt to employ or such affiliatematerially assist any third party in employing or attempting to employ any Employee, or in (iii) otherwise act on behalf of any way Competitor to interfere with the relationship between the Company or any of its affiliates subsidiaries and any employee thereof, or their respective Employees.
(iid) induce or attempt The Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to induce any customer, supplier, licensee, licensor, franchisee or other business relation protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 8 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 8, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 8 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. If the covenants of its affiliates Section 8 are determined to cease doing business with the Company be wholly or partially unenforceable in any jurisdiction, such affiliate, determination shall not be a bar to or in any way interfere diminish the Company’s right to enforce such covenants in any other jurisdiction and shall not bar or limit the enforceability of any other provisions.
(e) The provisions of this Section 8 shall survive the termination of the Executive’s employment with the relationship between Company for any such customer, supplier, licensee reason whatsoever. The Company shall not be required to post any bond or business relation and other security in connection with any proceeding to enforce the Company or any provisions of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)this Section 8.
Appears in 6 contracts
Sources: Employment Agreement (Peapack Gladstone Financial Corp), Employment Agreement (Peapack Gladstone Financial Corp), Employment Agreement (Peapack Gladstone Financial Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not not, without the express written consent of the Company, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce hire any person who was an employee of the Company or any of its affiliates Subsidiary at any time during the three-month period prior to leave the employ expiration of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, Employment Period or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) which interference causes material monetary damage to the Company or its Subsidiaries.
Appears in 6 contracts
Sources: Employment Agreement (1 800 Contacts Inc), Employment Agreement (1 800 Contacts Inc), Employment Agreement (1 800 Contacts Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any yellow page directory publishing business or country any business competing for the same customers as the businesses of the Company or its Affiliates as such businesses exist or are in process on the date of the termination of Executive's employment within any geographical area in which the Company conducts or its Affiliates engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly tradedany corporation, so long as Executive has no active participation in the business of such corporation, (ii) becoming employed by a competitor; provided that Executive is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the businesses of the Company or (iii) becoming an officer or director of any entity (other than a competitor) not affiliated with the Company.
(b) During the Noncompete PeriodEmployment Period and for three years thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time during the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 6 contracts
Sources: Employment Agreement (Transwestern Publishing Co LLC), Employment Agreement (Transwestern Publishing Co LLC), Employment Agreement (Transwestern Publishing Co LLC)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive Company, he shall become familiar with, Sprintank's and with the Company's Company Group’s trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates Group and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeGroup, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand, therefore, Executive agrees that, during the two-Employment Period and for one (1) year period commencing on the date of Executive's termination of employment with the Company thereafter (the "“Noncompete Period"”), Executive he shall not directly or indirectly own any interest in, manage, control, participate inbe employed in an executive, consult managerial or administrative capacity by, or otherwise render executive, managerial or administrative services to, any company engaged in the business of owning and operating power generation facilities or energy trading and marketing operations which competes with the businesses of the Company on the date of the termination or render services for expiration of the Employment Period, within any industrial tank or mobile storage box rental business in any state or country geographical area in which the Company conducts engages in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, ; (ii) hire any person who was a managerial or higher level employee of the Company during the last six months of the Employment Period; or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and of the Company or any of its affiliates (including, without limitation, making any negative or disparaging statements or communications about regarding the Company. The Company covenants that it will not, and it will advise members of senior management of the Company and the Board not to, make any negative or disparaging statements or communications regarding Executive.
(c) If, at the time of enforcement of this Section 9, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 9 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) Executive acknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 9, the Company would suffer irreparable harm, and, in addition and supplementary to other rights and remedies existing in its affiliatesfavor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 9(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.
Appears in 6 contracts
Sources: Employment Agreement (Mirant Corp), Employment Agreement (Mirant Americas Generating LLC), Employment Agreement (Mirant Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Term and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Term or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee, or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 5 contracts
Sources: Executive Employment Agreement (Office Depot Inc), Executive Employment Agreement (Office Depot Inc), Executive Employment Agreement (Office Depot Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall pursuant to this Agreement he will become familiar withfamiliar, Sprintank's and during the Company's course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and with customer lists of and other Confidential Information confidential information concerning Sprintank and the Company and its subsidiaries and affiliates and predecessors thereof and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company Company.
(b) Executive agrees that during the Employment Period and its affiliates. Thereforefor two years thereafter he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, the security, alarm or monitoring products business or any other business then actively being conducted by the Group, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country geographic area in which the Company conducts Group is then conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the date foregoing, subsequent to the Employment Period Executive may engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business activity which is not competitive with a business activity being conducted by the Group at the time subsequent to the Employment Period Executive first engages or assists in such business activity (a "Non-competitive Business Activity").
(c) Executive further agrees that during the Employment Period and for two years thereafter he shall not in any manner, directly or indirectly, (i) induce or attempt to induce any employee of Executive's termination of employment with the Company or of any of its subsidiaries or affiliates to quit or abandon his employ, or any customer of the Company or of any of its subsidiaries or affiliates to quit or abandon its relationship, for any purpose whatsoever, or (other than on behalf ofii) in connection with any business to which the first sentence of (b) above applies, and at except where such activity constitutes a Non-competitive Business Activity, call on, service, solicit or otherwise do business with any then current or prospective customer of the direction of, the Company). Company or of any of its subsidiaries or affiliates.
(d) Nothing herein in this paragraph 10 shall prohibit Executive from being being: (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(be) During If, at the Noncompete Periodtime of enforcement of this paragraph, Executive a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall not directly be substituted for the stated period, scope or indirectly through another entity (i) induce or attempt area and that the court shall be allowed to induce any employee of revise the Company or any of its affiliates restrictions contained herein to leave cover the employ of the Company or such affiliatemaximum period, or in any way interfere with the relationship between the Company or any of its affiliates scope and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)area permitted by law.
Appears in 5 contracts
Sources: Employment Agreement (Pittway Corp /De/), Employment Agreement (Pittway Corp /De/), Employment Agreement (Pittway Corp /De/)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as defined below) well as the compensation to be paid to Executive Employee hereunder, Executive including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's Employee’s services have been and shall be of special, unique unique, and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Employee agrees that, during Employee’s employment and for one (1) year following the two-year period commencing on the date of Executive's termination of Employee’s employment with the Company for any reason (collectively, the "“Noncompete Period"”), Executive Employee shall not not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company conducts engages in such business on businesses (“Restricted Territory”). Employee further agrees that during the date of Executive's termination of employment with Noncompete Period, Employee will not perform the Company (other than on behalf of, and at same or similar services for a Competitor in the direction of, the Company)Restricted Territory. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2% %) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Company, its subsidiaries or any of its affiliates to leave the employ of the Company or such affiliatethereof, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company or any of its affiliates Material Contact”), to cease doing business its relationship with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation Company Material Contact and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company Company, its subsidiaries, or its affiliates).
(c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.
(d) Employee has the right, and has obtained and considered, such legal counsel as Employee deems necessary in considering and agreeing to the restrictions specified in this Section 7. Employee acknowledges and agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 above.
Appears in 4 contracts
Sources: Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's ’s employment with the Company prior to the date of this Agreement Executive shall has become familiar withfamiliar, Sprintank's and during Executive’s employment with the Company after the date of this Agreement Executive will become familiar, with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's ’s services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date hereof and ending on the first anniversary of Executive's the termination of employment with the Company Employment Period (the "“Noncompete Period"”), Executive shall not directly or indirectly own any interest in, lease, manage, control, engage in, participate in, consult with or with, advise, render services for any industrial tank for, or mobile storage box rental business otherwise assist in any state manner (in each applicable case, alone or country in which association with any Person), any Person in any business that the Company conducts such business on or has specific plans to conduct as of the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly directly, or indirectly through another entity entity, (i) induce or attempt to induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any of its affiliates Affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliatesAffiliates).
Appears in 4 contracts
Sources: Executive Stock Agreement (MWI Veterinary Supply, Inc.), Executive Stock Agreement (MWI Veterinary Supply, Inc.), Executive Stock Agreement (MWI Veterinary Supply, Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of The Executive acknowledges and agrees with the Noncompete Payment (as defined below) Company that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be paid irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in a similar business. The Executive hereunder, Executive further acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Company and its affiliates and Noncompete Period, he shall not, directly or indirectly, either for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that Executive's services have been and shall be engages or proposes to engage in the Business in the Restricted Territory. For purposes of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, term “participate in” shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of Executive's termination of employment with the Company otherwise, or rendering any direct or indirect service or assistance to any Person (other than on behalf ofwhether as a director, and at the direction ofofficer, the Companysupervisor, employee, agent, consultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more than two percent (2% %) of the outstanding stock of any class of a publicly-held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such corporationentity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
(b) During the Noncompete Nonsolicitation Period, the Executive shall will not directly or indirectly through another entity Person: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customerCustomer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business or reduce its level of business with the Company or any of its Subsidiaries; (ii) induce or attempt to induce any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries to terminate their employment or consultancy with the Company or any of its Subsidiaries; (iii) recruit, solicit or hire any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries (including during the three (3) months prior to and following the termination of employment of any such affiliate, employee or independent contractor with the Company or any of its Subsidiaries); or (iv) in any way intentionally or negligently interfere with the relationship between any such customerCustomer, supplier, licensee licensee, employee, independent contractor or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliates)Subsidiaries.
Appears in 4 contracts
Sources: Employment Agreement (Saratoga Resources Inc /Tx), Employment Agreement (Saratoga Resources Inc /Tx), Employment Agreement (Saratoga Resources Inc /Tx)
Non-Compete, Non-Solicitation. (a) In consideration Executive understands that Executive shall have access to and receive the benefit of the Noncompete Payment (Confidential Information and special training, as defined below) well as come into contact with customers and potential customers, which Confidential Information, training, knowledge, and contacts would provide invaluable benefits to be paid to Executive hereunder, Company’s competitors and potential competitors. Executive acknowledges and understands that in the course of Executive's employment with Sprint Executive has become familiar withCompany’s business, and Executive’s duties and responsibilities, are national in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's scope and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction ofas a result, the geographic restrictions herein are reasonable and necessary for the protection of Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the ’s legitimate business of such corporationinterests.
(b) During To protect Company’s interest in this information and in these contacts and relationships, and in consideration for Company entering into this Agreement, Executive agrees and covenants that for a period beginning on the Noncompete PeriodEffective Date of this Agreement and continuing until one year after the expiration or other termination of this Agreement, Executive shall not (without Company’s prior written consent), directly or indirectly through another entity indirectly:
(i) induce Engage in any business that provides similar or attempt competitive products or services to induce any employee Company’s products or services anywhere in the United States (except that Executive may own less than 3% of the Company or common equity of any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or publicly traded entity); or
(ii) induce Solicit or attempt encourage, or assist other persons or entities to induce solicit or encourage, any customercustomers to terminate or materially alter their relationship or to become a customer of any other person or entity competing with Company; or
(iii) Recruit, suppliersolicit or hire, licenseeor encourage or assist other persons or entities to recruit, licensorsolicit or hire, franchisee any Company employees.
(c) Executive understands and agrees that the foregoing covenant is reasonable as to time, area, and scope and is necessary to protect Company’s legitimate business interests. It is further agreed that such covenant shall be regarded as divisible and shall be operative as to time, area and scope to the extent it may be so operative, and if any part of such covenant is declared invalid, unenforceable, or other business relation void as to time, area, or scope, the validity and enforceability of the Company remainder shall not be affected. Similarly, if any provision of the foregoing covenant is found to be overly broad with respect to time, area or any of its affiliates scope, the parties authorize the appropriate tribunal to cease doing business reform such provision, in accordance with the Company or laws of such affiliatetribunal, to render the applicable provision reasonable and enforceable.
(d) Executive understands and acknowledges that the determination of damages in the event of a breach of any provision of this Section 8 would be difficult. Executive agrees that Company, in addition to all other remedies it may have at law or in any way interfere with equity (and notwithstanding Section 18) shall have the relationship between any such customer, supplier, licensee right to injunctive relief if there is a breach or business relation and possible breach without the Company necessity of proving the inadequacy or any unavailability of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)damages as an effective remedy.
Appears in 4 contracts
Sources: Executive Employment Agreement (Tyler Technologies Inc), Executive Employment Agreement (Tyler Technologies Inc), Executive Employment Agreement (Tyler Technologies Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's If your employment with the Company Executive shall become familiar withis terminated for any reason, Sprintank's and whether by the Company (with or without cause) or by you, you agree that, for the duration of the Severance Period, except as permitted by the Company's ’s prior written consent, you are restricted from, in any capacity in which Proprietary Information (as defined in paragraph 17) or the Company’s trade secrets and with other Confidential Information concerning Sprintank and would reasonably be regarded as useful, engaging in, being employed by, or in any way advising or acting for any business which is a competitor of the Company and its affiliates and that Executive's with respect to the products or services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce provided by any business unit within the Company to consummate which you devoted substantial attention in the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's preceding termination of employment with the Company (Company, and within the "Noncompete Period"), Executive shall not directly or indirectly own national and international geographic markets served by any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business unit. Depending on the date scope of Executive's your responsibilities in the year preceding termination of employment with the Company, this restriction could potentially apply to a geographic area co-extensive with the Company’s operations, which are worldwide. You will be expected to confirm the terms of this section in writing at the time of termination of active employment. Without limiting the generality of the forgoing, you also agree that if you resign or otherwise voluntarily terminate your employment with the Company, you will not, for a period of 12 months from the date of your last date worked at the Company, directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of or be connected in any manner, including but not limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, with any of the following companies and their respective affiliates: [*****************]. Nothing in this paragraph shall prevent you from accepting employment or engaging with any such company as an owner, investor, officer, independent contractor, consultant or partner listed above if your subsequent duties or work do not relate to any services, products or materials of a kind or nature to which you gave significant attention during the two (2) years immediately before the termination of employment. You agree that for a period of twelve (12) months following the date of your departure (last day worked) from the Company, you will not solicit for employment any Meritor employee, unless permission to do so is granted to you in writing by the Committee, Meritor’s CEO or his designee. You acknowledge and agree that (a) the provisions in this paragraph 15 are reasonable and necessary to protect the legitimate business interests of the Company and (b) if your employment with the Company is terminated for any reason, whether by the Company (with or without cause) or by you, your employment and continued employment with the Company and/or any Severance Benefits provided pursuant to paragraph 6 (other than on behalf of, and at the direction of, Accrued Obligations) are sufficient consideration for the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation restrictive covenants set forth in the business of such corporationthis paragraph 15.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates).
Appears in 3 contracts
Sources: Executive Employment Agreement (Meritor, Inc.), Executive Employment Agreement (Meritor, Inc.), Executive Employment Agreement (Meritor, Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of this Award, the Noncompete Payment Participant agrees and covenants not to:
(i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as defined below) an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and same or similar business as the Company and its affiliates and Related Entities, as such business may be expanded from time to time, for a period of two years following the Participant’s termination of employment; provided that Executive's services have been and nothing in this Section 3.2 shall be prohibit the ownership of specialless than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market;
(ii) Directly or indirectly, unique and extraordinary value solicit, hire, recruit, attempt to Sprintank and/or the Company and its affiliates. Thereforehire or recruit, in order to or induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment of any employee of the Company or its Related Entities for two years following the Participant’s termination of employment; or
(iii) Directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax and instant message), attempt to contact or meet with the Company (the "Noncompete Period")current, Executive shall not directly former or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee prospective customers of the Company or any of its affiliates Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such affiliate, or in any way interfere competitive with the relationship between those offered by the Company or any of its affiliates Related Entities for a period of two years following the Participant’s termination of employment.
(b) If the Participant breaches any of the covenants set forth in Section 3.2(a):
(i) All unvested portions of this Award (including any unvested shares of Restricted Stock and any employee thereof, or Net Restricted Shares) shall be immediately forfeited; and
(ii) induce the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or attempt to induce any customer, supplier, licensee, licensor, franchisee permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
(c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, then the Company or may choose to enforce any of its affiliates other non-compete and/or non-solicitation provision to cease doing business with which the Company or Participant is bound to the extent such affiliate, or provision provides greater restrictions than those provided in any way interfere with the relationship between any such customer, supplier, licensee or business relation Sections 3.2(a) and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)3.2(b) herein.
Appears in 3 contracts
Sources: Performance Share Award Agreement (Altra Industrial Motion Corp.), Performance Share Award Agreement (Altra Industrial Motion Corp.), Performance Share Award Agreement (Altra Industrial Motion Corp.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company, as such businesses exist or country are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts engages or plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Executive of this paragraph 6, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 3 contracts
Sources: Employment Agreement (Gerald Stevens Inc/), Employment Agreement (Gerald Stevens Inc/), Employment Agreement (Gerald Stevens Inc/)
Non-Compete, Non-Solicitation. (a) In consideration of During the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course term of Executive's employment with the Company Executive shall become familiar with, Sprintank's Employer and for a period of twenty four months from the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date voluntary or involuntary termination of Executive's termination of employment with the Company (the "Noncompete Period")Employer for any reason whatsoever, Executive shall not directly not, either on his or indirectly her own any interest in, manage, control, participate in, consult with account or render services for any industrial tank person, firm, partnership, Employer, or mobile storage box rental business in other entity (a) solicit, interfere with, or endeavor to cause any state Executive of the Employer to leave the Employer’s employment, or country in which the Company conducts (b) induce or attempt to induce any such business on the date of Executive's termination of employment Executive to breach any similar agreement with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationEmployer.
(b) During the Noncompete Periodterm of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, Executive shall not directly or indirectly through another entity (i) induce solicit, induce, or attempt to induce any employee past or current customer or vendor (including referral sources and lending institutions) of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or Employer (iia) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business in whole or in part with or through the Employer, or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer.
(c) During the term of Executive's employment with the Company Employer and for a period of twenty four months from the voluntary or such affiliateinvoluntary termination of Executive's employment with the Employer for any reason whatsoever, Executive (a) will not, directly or indirectly, own, manage, operate, control, be employed by, perform services for, consult with, solicit business for, participate in, or in any way interfere be connected with the relationship between ownership, management, operation, or control of any such customer, supplier, licensee business which performs services or sell products materially similar to or competitive with those provided by the Employer within any state in which the Employer has provided services or sold products. Executive acknowledges that Employer sells products and provides services throughout the United States.
(d) Executive acknowledges that the restraints and restrictions set forth in this covenant are reasonably necessary to protect the legitimate business relation and interests of the Company or any of its affiliates (includingEmployer. Executive acknowledges that the Employer’s legitimate business interests include, without limitation, making any negative statements trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or communications about the Company professional information; substantial relationships with specific prospective or its affiliates)existing customers, client goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training.
Appears in 3 contracts
Sources: Employment Agreement (Magnegas Corp), Employment Agreement (Magnegas Corp), Employment Agreement (Magnegas Corp)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date in which Executive is receiving compensation hereunder and for a period of three years following termination of Executive's termination of employment with the Company for any reason (the "Noncompete Non-Compete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in the operation of any supermarket, food store or country in retailer of health and beauty aids with retail locations located within a ten mile radius of any store operated (defined herein as current stores or stores for which the Company conducts such business on leases have been signed as of the date of termination) by the Company or its subsidiaries as of the date of termination of Executive's termination of employment with the Company. In addition, Executive acknowledges that he shall not accept employment in any managerial or consulting capacity with Whole Foods Markets, Inc. or any successor to or subsidiary or affiliate of such company during the Non-Compete Period. Such Non-Compete Period shall terminate immediately at such time as the Company (other than on behalf of, and at the direction of, the Company)its subsidiaries no longer operate supermarkets or food stores. Nothing herein shall prohibit Executive from being a passive owner of not more than 21% of the outstanding stock of any class of a corporation which is publicly tradedanother corporation, so long as Executive has no active participation in the management or the business of such corporation.
(b) During the Noncompete Non-Compete Period, Executive shall not directly or indirectly through another entity (i1) induce or attempt to induce any employee of the Company or any subsidiary of its affiliates the Company to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates such subsidiary and any employee thereof, or ; (ii2) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation relationship of the Company or any subsidiary of its affiliates the Company to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates such subsidiary; or (including3) make an oral or written disparaging statement, without limitation, making any negative statements comment or communications remark about the Company or any of its affiliates)subsidiaries to any employee, customer, supplier, licensee or other business relationship of the Company or any of its subsidiaries or to or for the intended use of any member of the press.
Appears in 3 contracts
Sources: Employment Agreement (Wild Oats Markets Inc), Employment Agreement (Wild Oats Markets Inc), Employment Agreement (Wild Oats Markets Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunderunderstands that, Executive acknowledges that in during the course of Executive's employment his employment, Executive shall have access to and receive the benefit of Confidential Information and special training, as well as come into contact with Sprint Executive has become familiar withcustomers and potential customers, which Confidential Information, training, knowledge, and contacts would provide invaluable benefits to Company’s competitors and potential competitors. To protect Company’s interest in this information and in these contacts and relationships, and in the course of Executive's employment with the consideration for Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase entering into this Agreement, Executive agrees that, during the two-year and covenants that for a period commencing beginning on the date Effective Date of Executive's this Agreement and continuing until one year after the expiration or other termination of employment with the Company (the "Noncompete Period")this Agreement, Executive shall not (without Company’s prior written consent), directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business indirectly:
(i) engage in any state business that provides similar or country competitive products or services anywhere in which the Company conducts such business on the date of Executive's termination of employment with the Company United States (other except that Executive may beneficially own less than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 23% of the outstanding stock common equity of any class publicly traded entity); or
(ii) solicit or encourage, or assist other persons or entities to solicit or encourage, any customers to terminate or materially alter their relationship or to become a customer of a corporation which is publicly tradedany other person or entity competing with Company; or
(iii) recruit, so long as Executive has no active participation in the business of such corporationsolicit or hire, or encourage or assist other persons or entities to recruit, solicit or hire, any Company employees.
(b) During Executive understands and agrees that the Noncompete Periodforegoing covenant is reasonable as to time, Executive area, and scope and is necessary to protect Company’s legitimate business interests. It is further agreed that such covenant shall be regarded as divisible and shall be operative as to time, area, and scope to the extent it may be so operative, and if any part of such covenant is declared invalid, unenforceable, or void as to time, area, or scope, the validity and enforceability of the remainder shall not directly or indirectly through another entity (i) induce or attempt to induce be affected. Similarly, if any employee provision of the Company or any of its affiliates foregoing covenant is found to leave the employ of the Company or such affiliatebe overly broad with respect to time, area, or scope, the parties authorize the appropriate tribunal to reform such provision, in any way interfere accordance with the relationship between laws of such tribunal, to render the Company or applicable provision reasonable and enforceable.
(c) Executive understands and acknowledges that the determination of damages in the event of a breach of any provision of its affiliates and any employee thereofthis Section 8 would be difficult. Executive agrees that Company, or (ii) induce or attempt in addition to induce any customer, supplier, licensee, licensor, franchisee or all other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, remedies it may have at law or in any way interfere with equity (and notwithstanding Section 19), shall have the relationship between any such customer, supplier, licensee right to injunctive relief if there is a breach without the necessity of proving the inadequacy or business relation and the Company or any unavailability of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)damages as an effective remedy.
Appears in 3 contracts
Sources: Employment Agreement (Tyler Technologies Inc), Employment Agreement (Tyler Technologies Inc), Employment Agreement (Tyler Technologies Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets of the Company and its Subsidiaries and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, :
(a) during the two-year Employment Period and for the period commencing on the date of Executive's termination of employment with the Company Separation and continuing until the first anniversary of the Separation (the "“Noncompete Period"”), Executive shall not not, within the United States, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business that is involved in the development, marketing, retail sale, administration or country underwriting of non-standard automobile insurance programs anywhere in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing United States; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Executive has no active participation in the business of such corporation.entity;
(b) During during the Noncompete Period, Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries, other than a member of Executive’s family, to leave the employ of the Company or such affiliateany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, or (ii) hire any person, other than a member of Executive’s family, who was an employee of the Company or any of its Subsidiaries at any time during the one-year period immediately preceding the Separation, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateany of its Subsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any way interfere with business relating to the relationship between any such customer, supplier, licensee or business relation and of the Company or any of its affiliates (including, without limitation, making any negative statements or communications about Subsidiaries and with which the Company or any of its affiliatesSubsidiaries has entertained discussions, or has requested and received information, relating to the acquisition of such business by the Company or any Subsidiary in the two-year period immediately preceding the Separation;
(c) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law;
(d) in the event of the breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of a breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and
(e) the provisions of this Section 7 are in consideration of: (i) employment with the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 5, Section 6 and this Section 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 5, Section 6 and/or this Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.
Appears in 3 contracts
Sources: Employment Agreement (First Acceptance Corp /De/), Employment Agreement (First Acceptance Corp /De/), Employment Agreement (First Acceptance Corp /De/)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), Executive he shall not not, without the express written consent of the Company, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce hire any person who was an employee of the Company or any of its affiliates Subsidiary at any time during the three-month period prior to leave the employ expiration of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, Employment Period or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) which interference causes material monetary damage to the Company or its Subsidiaries.
Appears in 3 contracts
Sources: Employment Agreement (1 800 Contacts Inc), Employment Agreement (1 800 Contacts Inc), Employment Agreement (1 800 Contacts Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive shall she will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's her services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive she shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any yellow page directory publishing business or country any business competing for the same customers as the businesses of the Company or its Affiliates as such businesses exist or are in process on the date of the termination of Executive's employment within any geographical area in which the Company conducts or its Affiliates engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly tradedany corporation, so long as Executive has no active participation in the business of such corporation, (ii) becoming employed by a competitor; provided that Executive is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the businesses of the Company or (iii) becoming an officer or director of any entity (other than a competitor) not affiliated with the Company.
(b) During the Noncompete PeriodEmployment Period and for three years thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time during the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Affiliate.
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 3 contracts
Sources: Employment Agreement (Transwestern Publishing Co LLC), Employment Agreement (Transwestern Holdings Lp), Employment Agreement (Transwestern Publishing Co LLC)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunderEmployee acknowledges that, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of ExecutiveEmployee's employment with the Company Executive Company, Employee shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that ExecutiveEmployee's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Employee agrees that, during the two-year period commencing on the date of Executive's termination of his employment with the Company and for two years thereafter (the "Noncompete Period"), Executive Employee shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company, as such businesses exist or country are in process on the date of the termination of Employee's employment, within any geographical area in which the Company conducts engages or plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as Executive Employee has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this Section 4, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee agrees that the restrictions contained in this Section 4 are reasonable.
(d) In the event of the breach or a threatened breach by Employee of any of the provisions of this Section 4, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Employee of this Section 4, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 3 contracts
Sources: Confidentiality and Noncompete Agreement (Gerald Stevens Inc/), Confidentiality and Noncompete Agreement (Gerald Stevens Inc/), Confidentiality and Noncompete Agreement (Gerald Stevens Inc/)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderunder this Agreement and the securities made available for Executive's purchase under the Securities Purchase Agreements, Executive acknowledges that in the course of Executive's employment with Sprint Executive the Company and its Affiliates, he has prior to the date of this Agreement, and will during the Employment Period, become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's and its Affiliates' (and their predecessors') trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two (2) years thereafter (such period, the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state other manner engage in any business which is, directly or country in which indirectly, competitive with any business that the Company conducts such or its Affiliates engages in or is planning to engage in during the Employment Period, including but not limited to the business on of providing thermal management products and solutions for electronic products and developing and marketing computational fluid dynamics software, anywhere in the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)World. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock securities of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of any such corporation.
(b) During the Noncompete PeriodEmployment Period and for two (2) years thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, or (ii) induce hire any person who was an employee of the Company or attempt any Affiliate at any time during the two year period prior to induce the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Affiliate (including, without limitation, making any negative statements or communications about the Company, any Subsidiary or their Affiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the World to which the Company or any of its affiliatesAffiliates, prior to the Termination Date, has made an acquisition proposal relating to the possible acquisition of such business by the Company or any of its Affiliates, or has planned, discussed or contemplated making such an acquisition proposal (such business, an "Acquisition Target"), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than the Company or any of its Affiliates.
Appears in 2 contracts
Sources: Executive Employment Agreement (Aavid Thermal Technologies Inc), Executive Employment Agreement (Aavid Thermal Technologies Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Period and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "“Noncompete Period"”), Executive he shall not not, directly or indirectly indirectly, either for himself or for any other person, partnership, corporation, company or other entity, own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state other manner engage in any business or country in enterprise which distributes, provides, renders or sells products or services which compete with the products or services of the Company conducts such business on the date or any of Executive's termination of employment with its Subsidiaries (or any products or services the Company or any of its Subsidiaries are in the process of developing) anywhere in the United States (other than on behalf ofany of the foregoing, and at the direction of, the Companya “Competitive Activity”). Nothing herein For purposes of this Agreement, “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the foregoing activities shall prohibit not include the passive ownership (i.e., Executive from being a passive owner does not directly or indirectly participate in the business or management of not more the applicable entity) of less than 2% of the outstanding stock of any class of a publicly-held corporation whose stock is traded on a national securities exchange and which is publicly traded, so long as Executive has no active participation not primarily engaged in the business of such corporationproviding products or services which are similar to or compete with the products and services of the Company or any of its Subsidiaries (or any products or services the Company or any of its Subsidiaries are currently in the process of developing). Executive agrees that the aforementioned covenant is reasonable with respect to its duration, geographical area and scope. In particular, Executive acknowledges and agrees that the Company currently conducts its business on a nationwide scale throughout the United States and that the geographic scope of this restriction is necessary to protect the goodwill and Confidential Information of the Company and its Subsidiaries.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, or (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) or (iv) service, engage in business with or provide products or services to any customer of the Company or any Subsidiary with respect to any product or service provided or rendered by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries is in the process of developing.
Appears in 2 contracts
Sources: Employment Agreement (Broder Bros Co), Employment Agreement (Broder Bros Co)
Non-Compete, Non-Solicitation. (a) In consideration During the term of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of ExecutiveEmployee's employment with the Company Executive shall become familiar with, Sprintank's Employer and for a period of twenty four months from the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's voluntary or involuntary termination of Employee's employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services Employer for any industrial tank reason whatsoever, Employee shall not, either on his or mobile storage box rental business in her own account or for any state person, firm, partnership, Employer, or country in which other entity (a) solicit, interfere with, or endeavor to cause any Employee of the Company conducts Employer to leave the Employer’s employment, or (b) induce or attempt to induce any such business on the date of Executive's termination of employment Employee to breach any similar agreement with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationEmployer.
(b) During the Noncompete Periodterm of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Executive Employee shall not directly or indirectly through another entity (i) induce solicit, induce, or attempt to induce any employee past or current customer or vendor (including referral sources and lending institutions) of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or Employer (iia) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business in whole or in part with or through the Employer, or (b) to do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by the Employer.
(c) During the term of Employee's employment with the Company Employer and for a period of twenty four months from the voluntary or such affiliateinvoluntary termination of Employee's employment with the Employer for any reason whatsoever, Employee (a) will not, directly or indirectly, own, manage, operate, control, be employed by, perform services for, consult with, solicit business for, participate in, or in any way interfere be connected with the relationship between ownership, management, operation, or control of any such customer, supplier, licensee business which performs services or sell products materially similar to or competitive with those provided by the Employer within any state in which the Employer has provided services or sold products. Employee acknowledges that Employer sells products and provides services throughout the United States.
(d) Employee acknowledges that the restraints and restrictions set forth in this covenant are reasonably necessary to protect the legitimate business relation and interests of the Company or any of its affiliates (includingEmployer. Employee acknowledges that the Employer’s legitimate business interests include, without limitation, making any negative statements trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or communications about professional information; substantial relationships with specific prospective or existing customers, client goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training.
(e) In keeping with Employee's fiduciary duties to the Company, Employee agrees that while employed by the company he shall not, acting alone or in conjunction with others, directly or indirectly, become involved in a conflict of interest or, upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that he shall immediately disclose to the Company any facts which might involve any reasonable possibility of a conflict of interest. It is agreed that any direct or its affiliates)indirect interest, connection with, or benefit from any outside activities, where such interest might in any way adversely affect the Company, involves a possible conflict of interest. Circumstances in which a conflict of interest on the part of Employee might arise, and which must be reported immediately by Employee to the Company, include, but are not limited to, the following: · ownership of a material interest in any supplier, contractor, subcontractor, customer, or other entity with which the Company does business; · acting in any capacity, including director, officer, partner, consultant, employee, distributor, agent, or the like for a supplier, contractor, subcontractor, customer, or other entity with which the Company does business; · accepting, directly or indirectly, payment, service, or loans from a supplier, contractor, subcontractor, customer, or other entity with which the Employee does business, including, but not limited to, gifts, trips, entertainment, or other favors of more than a nominal value; · misuse of the Company's information or facilities to which Employee has access in a manner which will be detrimental to the Employee's interest, such as utilization for Employee’s own benefit of know-how, inventions, or information developed through the Employee's business activities; · disclosure or other misuse of information of any kind obtained through Employee's connection with the Company; · appropriation by Employee or the diversion to others, directly or indirectly, of any business opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and · the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company, or acting as an owner, director, principal, officer, partner, consultant, employee, agent, servant, or otherwise of any enterprise which is in competition with the Company.
Appears in 2 contracts
Sources: Employment Agreement (Magnegas Corp), Employment Agreement (Magnegas Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as defined below) well as the compensation to be paid to Executive Employee hereunder, Executive including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's Employee’s services have been and shall be of special, unique unique, and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Employee agrees that, during Employee’s employment and for one (1) year following the two-year period commencing on the date of Executive's termination of Employee’s employment with the Company for any reason (collectively, the "“Noncompete Period"”), Executive Employee shall not not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company conducts engages in such business on businesses (“Restricted Territory”). Employee further agrees that during the date of Executive's termination of employment with Noncompete Period, Employee will not perform the Company (other than on behalf of, and at same or similar services for a Competitor in the direction of, the Company)Restricted Territory. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2% %) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Company, its subsidiaries or any of its affiliates to leave the employ of the Company or such affiliatethereof, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company or any of its affiliates Material Contact” ) to cease doing business its relationship with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation Company Material Contact and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company Company, its subsidiaries, or its affiliates).
(c) If, at the time of enforcement of this Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.
(d) Employee acknowledges and agrees that the restrictions contained in this Section 8 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 8 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 5 above.
Appears in 2 contracts
Sources: Employment Agreement (PROS Holdings, Inc.), Employment Agreement (PROS Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets of the Company and its Subsidiaries and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, :
(a) during the two-year Employment Period and for the period commencing on the date of Executive's termination of employment with the Company Separation and continuing until the end of the Severance Period (the "“Noncompete Period"”), Executive shall not not, within the United States, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business that is involved in the development, marketing, retail sale, administration or country underwriting of non-standard automobile insurance programs anywhere in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf ofUnited States; provided, and at the direction of, the Company). Nothing that nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Executive has no active participation in the business of such corporation.entity;
(b) During during the Noncompete Period, Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries, other than a member of Executive’s family, to leave the employ of the Company or such affiliateany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, or (ii) hire any person, other than a member of Executive’s family, who was an employee of the Company or any of its Subsidiaries at any time during the one-year period immediately preceding the Separation, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateany of its Subsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any way interfere with business relating to the relationship between any such customer, supplier, licensee or business relation and of the Company or any of its affiliates (including, without limitation, making any negative statements or communications about Subsidiaries and with which the Company or any of its affiliatesSubsidiaries has entertained discussions, or has requested and received information, relating to the acquisition of such business by the Company or any Subsidiary in the two-year period immediately preceding the Separation;
(c) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law;
(d) in the event of the breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of a breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and
(e) the provisions of this Section 7 are in consideration of: (i) employment with the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 5, Section 6 and this Section 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 5, Section 6 and/or this Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.
Appears in 2 contracts
Sources: Employment Agreement (First Acceptance Corp /De/), Employment Agreement (First Acceptance Corp /De/)
Non-Compete, Non-Solicitation. (a) In consideration exchange for the benefits that the Employee will obtain in connection with the grant of the Noncompete Payment Options, the Employee hereby agrees to be bound by the terms and conditions of this Schedule A. In order to protect the value of the business of the Company and its direct and indirect Subsidiaries (the “Company Group”) as presently conducted and as contemplated to be conducted after the Grant Date (in the case of contemplated conduct, as evidenced by business activities that have been undertaken by the Company or its Subsidiaries, or actions, activities or plans approved by the board of directors of the Company, in each case, on or prior to the Grant Date), including the Business (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course Stockholders Agreement), during the period of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's Employee’s employment with the Company Executive and of its Subsidiaries and for a period of one (1) year thereafter (the “Restricted Period”). The Employee shall become familiar withnot, Sprintank's and anywhere in the Company's trade secrets and with other Confidential Information concerning Sprintank and World in which the Company and Group is engaged in the Business, directly or indirectly, own any interest in, operate, manage, control, initiate or engage in (or make plans to engage in), Participate in, invest in, permit its affiliates and name to be used by, act as consultant or advisor to, render services for (alone or in association with any Person) or otherwise assist in any manner any Person that Executive's services have been and shall be engages in or owns, operates, manages or controls any venture or enterprise which, directly or indirectly, engages or proposes to engage in the Business as presently conducted or as contemplated, as of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's the Employee’s termination of employment with the Company and its Subsidiaries, by the Company Group to be conducted in the future (the "Noncompete Period"a “Competitive Business”), Executive shall not directly . “Participate” means any direct or indirectly own any indirect interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or country in which otherwise. Notwithstanding the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf offoregoing, and at the direction of, the Company). Nothing nothing herein shall prohibit Executive the Employee from (i) being a passive owner of not more than 2% one percent (1%) of the outstanding stock fully-diluted equity interests of any class of a corporation which is publicly traded, so long as Executive traded entity engaged in the Competitive Business (it being understood and agreed that “passive owner” means that the Employee has no active participation role in the business operation of such corporation.
entity or its businesses (bwhether as an officer, director, manager or partner or as a consultant, employee or other service provider)), (ii) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce performing any employee of services for the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereofGroup, or (iiiii) induce or attempt to induce owning any customer, supplier, licensee, licensor, franchisee or other business relation equity interest of the Company not more than one percent (1%) in a mutual fund or any of its affiliates to cease doing business with the Company passive investment through a hedge or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)private equity fund.
Appears in 2 contracts
Sources: Employee Stock Option Agreement (McGraw Hill, Inc.), Employee Stock Option Agreement (McGraw Hill, Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment Option granted hereby, the Participant agrees and covenants not to:
(i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as defined below) an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and same or similar business as the Company and its affiliates and Related Entities, as such business may be expanded from time to time, for a period of two years following the Participant’s termination of employment; provided that Executive's services have been and nothing in this Section 9 shall be prohibit the ownership of specialless than five percent (5%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market;
(ii) Directly or indirectly, unique and extraordinary value solicit, hire, recruit, attempt to Sprintank and/or the Company and its affiliates. Thereforehire or recruit, in order to or induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment of any employee of the Company or its Related Entities for two years following the Participant’s termination of employment; or
(iii) Directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company (the "Noncompete Period")current, Executive shall not directly former, or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee prospective customers of the Company or any of its affiliates Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such affiliate, or in any way interfere competitive with the relationship between those offered by the Company or any of its affiliates Related Entities for a period of two years following the Participant’s termination of employment.
(b) If the Participant breaches any of the covenants set forth in Section 9(a) herein:
(i) All unvested and any employee thereof, or vested Options shall be immediately forfeited; and
(ii) induce the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or attempt to induce any customer, supplier, licensee, licensor, franchisee permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
(c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, then the Company or may choose to enforce any of its affiliates other non-compete and/or non-solicitation provision to cease doing business with which the Company or Participant is bound to the extent such affiliate, or provision provides greater restrictions than those provided in any way interfere with the relationship between any such customer, supplier, licensee or business relation Sections 9(a) and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)9(b) herein.
Appears in 2 contracts
Sources: Nonqualified Stock Option Award Agreement (Altra Industrial Motion Corp.), Nonqualified Stock Option Award Agreement (Altra Industrial Motion Corp.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive ▇▇▇▇▇▇ acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's during ▇▇▇▇▇▇’s employment with the Company Executive shall Company, ▇▇▇▇▇▇ has and will become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's Holder’s services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, and in further consideration of the Restricted Stock Units to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to consummate enter into this Award Agreement and the transaction contemplated by the Purchase Agreement, Executive Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during the two-year period commencing on the date hereof and ending on the two year anniversary of Executive's termination of employment with the Company ▇▇▇▇▇▇’s Termination (the "Noncompete “Restricted Period"”), Executive Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with with, contribute to or render services for any industrial tank (as an officer, director, employee or mobile storage box rental business in any state or country other regard), any Person that is in any business which competes with any business that the Company and/or its Affiliates conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and or has specific plans to conduct at the direction oftime of Holder’s Termination anywhere in the world; provided that, the Company). Nothing nothing herein shall prohibit Executive Holder from being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation.
(b) . During the Noncompete Restricted Period, Executive Holder shall not directly directly, or indirectly through another entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iiiv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with with, or materially and adversely change the terms of its business with, the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or threatened to breach any of its affiliates (includingthe covenants contained herein, without limitation, making or any negative statements restrictive covenant contained in an employment agreement or communications about other agreement between Holder and any of the Company or any of its affiliates).Affiliates, to the extent permitted by applicable law:
Appears in 2 contracts
Sources: Inducement Award Restricted Stock Unit Award Agreement (Holley Inc.), Restricted Stock Unit Grant Agreement (Holley Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's his employment with Sprint Executive the Company and its Subsidiaries and Affiliates he shall become familiar with, and during his employment with the Company he has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and Affiliates and that Executive's his services have been and shall continue to be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries and Affiliates, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for six months thereafter (the "“Noncompete Period"”), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, be employed in an executive, managerial or mobile storage box rental business administrative capacity by, or in any state manner engage in, any business or country entity competing with the businesses of the Company or its Subsidiaries and Affiliates as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period (it being understood that notwithstanding anything herein to the contrary, manufacturers, distributors, marketers and retailers who operate outside of the multi-level or network marketing channel of distribution shall not be deemed to be competitive with the business of the Company or its Subsidiaries and Affiliates), within any geographical area in which the Company conducts or its Subsidiaries and Affiliates engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During In addition, during the Noncompete Period, Executive shall not directly or indirectly through another Person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary or Affiliate to leave the employ of the Company or such affiliateSubsidiary or Affiliate, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary or Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary or Affiliate at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, distributor or other business relation of the Company or any of its affiliates Subsidiary or Affiliate to cease doing business with the Company or such affiliateSubsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, distributor or business relation and the Company or any of its affiliates Subsidiary or Affiliate (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatesSubsidiaries and Affiliates).
Appears in 2 contracts
Sources: Employment Agreement (U.S. Silica Holdings, Inc.), Employment Agreement (U.S. Silica Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) a. In further consideration of the Noncompete Payment (as defined below) Company’s hiring of Executive and the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Company, and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementtherefore, Executive agrees that, during the two-Employment Term and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "“Noncompete Period"”), Executive he shall not engage in Competition anywhere in California unless he first obtains the Company’s written consent (which may be given or withheld in the Company’s sole discretion).
b. For purposes of this Agreement, to engage in “Competition” shall mean to: (i) directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, operate or mobile storage box rental business in any state or country manner engage in any business in which the Company conducts such business on engages, or, to Executive’s knowledge at the date of Executive's termination of employment with the Company Employment Term, has plans to engage (other than on behalf ofincluding, and without limitation, if the Company, at the direction ofdate of termination of the Employment Term, is negotiating, or has entered into, an agreement for an acquisition, joint venture or other transaction or the Company). Nothing herein Chief Executive Officer has approved, on or prior to such date, any new line of business, new geographic area, pursuing any acquisition or other similar action) directly or through third parties marketed or sold at the date of termination of the Employment Term (provided that Executive shall prohibit Executive not be prohibited from being a passive owner of not more than 2owning up to 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
), or (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (iii) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company, or in any way actively interfere with the relationship between the Company and any employee thereof, or (iii) hire directly or through another entity any person who was employed by the Company at any time during the Noncompete Period, within twelve (12) months following the date of termination of such affiliateperson’s employment with the Company, or (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or other business relation and the Company or any of its affiliates thereof (including, without limitation, making by inducing or attempting to induce any negative statements such person or communications about entity to reduce the Company or its affiliatesamount of business it does with the Company).
Appears in 2 contracts
Sources: Executive Employment Agreement (Chuma Holdings, Inc.), Employment Agreement (Cannamed Corporation.)
Non-Compete, Non-Solicitation. (a) In consideration During the period (the “Restricted Period”) commencing on the termination of his/her employment for any reason whatsoever, except in the event of Change in Control, during the Term of Employment and ending one year thereafter, the Executive shall not, without express prior written consent of the Noncompete Payment Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar withor any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, Sprintank's and (i) the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be term “proprietary interest” means direct or indirect ownership of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, an equity interest in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (an entity other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner ownership of not more less than 2% of the outstanding stock 2 percent of any class stock in a publicly-held entity, and (ii) an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of a corporation an entity which is publicly traded, so long as Executive has no active participation engaged in the business of (A) providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such corporationbusiness located within 50 miles of the main office of the Company.
(b) During the Noncompete Restricted Period, and for a period of one year thereafter, the Executive shall not not, either directly or indirectly through another entity indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, (i) induce call upon any person or attempt entity which is or has been within 24 months prior to the termination or other cessation of Executive’s employment for any reason, a customer of the Company or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or (ii) induce any employee Customer to curtail, cancel, not renew, or not continue their business with the Company or any subsidiary.
(c) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, without the express prior written consent of the Company, directly or indirectly, (i) solicit or assist any third party in soliciting for employment any person employed by the Company or any of its affiliates to leave subsidiaries at the employ time of the Company termination of the Executive’s employment (collectively, “Employees”), (ii) employ, attempt to employ or such affiliatematerially assist any third party in employing or attempting to employ any Employee, or in (iii) otherwise act on behalf of any way Competitor to interfere with the relationship between the Company or any of its affiliates subsidiaries and any employee thereof, or their respective Employees.
(iid) induce or attempt The Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to induce any customer, supplier, licensee, licensor, franchisee or other business relation protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 8 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 8, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 8 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. If the covenants of its affiliates Section 8 are determined to cease doing business with the Company be wholly or partially unenforceable in any jurisdiction, such affiliate, determination shall not be a bar to or in any way interfere diminish the Company’s right to enforce such covenants in any other jurisdiction and shall not bar or limit the enforceability of any other provisions.
(e) The provisions of this Section 8 shall survive the termination of the Executive’s employment with the relationship between Company for any such customerreason whatsoever so long as the termination of employment occurs during the Term of Employment. If there is no termination of Executive’s employment during the Term of Employment, supplier, licensee the provisions of this Section 8 shall expire and be of no further force and effect after the Term of Employment. The Company shall not be required to post any bond or business relation and other security in connection with any proceeding to enforce the Company or any provisions of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)this Section 8.
Appears in 2 contracts
Sources: Employment Agreement (Peapack Gladstone Financial Corp), Employment Agreement (Peapack Gladstone Financial Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, the Executive Stock to be made available for Executive's purchase and the grant of the Options, Executive acknowledges that in the course of Executive's employment with Sprint Publishing and its Affiliates, Executive has will during the Employment Period become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, SprintankPublishing's and the Company's its Affiliates' (and their predecessors') trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Sprintank and the Company Publishing and its affiliates Affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Publishing and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Period and for one (1) year period commencing on the date of Executive's termination of employment with the Company thereafter (such period, the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, consult with any of the businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC), or render services for CNET Networks, Inc. (the "Restricted Persons"), (ii) of any industrial tank successor, assignee, partner, joint venture or mobile storage box rental business in collaboration partner, subsidiary, division or Affiliate of any state of the Restricted Persons, or country (iii) in which any of the Company conducts such business on Restricted Persons owns an interest or participates, which any of the date Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any of Executive's termination the Restricted Persons consults or to which any of employment with the Company (other than on behalf of, and at the direction of, the Company)Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation.
(b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company Publishing or any of its affiliates Affiliate to leave the employ of the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between the Company Publishing or any of its affiliates Affiliate and any employee thereof, or (ii) induce hire any person who was an employee of Publishing or attempt any Affiliate at any time during the one year period prior to induce the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of the Company Publishing or any of its affiliates Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Publishing or any of its affiliates (Affiliate, including, without limitation, making any negative statements or communications about the Company Publishing or its affiliates)Affiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which Publishing or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an "Acquisition Target") by Publishing or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than Publishing or any of its Affiliates.
Appears in 2 contracts
Sources: Executive Agreement (Ziff Davis Media Inc), Executive Agreement (Ziff Davis Media Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Term and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Term or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained in this paragraph 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations for the provisions hereof (without posting a bond or other security). In addition, in the event of any alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 2 contracts
Sources: Employment Agreement (Office Depot Inc), Employment Agreement (Office Depot Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall continue to be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company and/or any of its Subsidiaries and for one (1) year following the termination of Executive's employment (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, be employed in an executive, managerial or mobile storage box rental business administrative capacity by, or in any state manner engage in any business or country entity selling or offering for sale products or services competitive with the Business (as defined below) of the Company or its Subsidiaries, as such Businesses exists or is in process during the Employment Period or on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries engages or has made substantial, executable plans to engage in such Business. Such business on (the date “Business”) shall mean the research, development, manufacture, or sale of Executive's termination of employment with the Company (other than on behalf ofLED lighting devices, including but not limited to, LED lighting components, LED retrofit lamps, LED luminaires, LED fixtures and/or LED lighting systems, and at the direction of, shall not include any business or businesses of any parent entity or owner of the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During In addition, during the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or the six (6) months prior to the commencement of the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatesSubsidiaries).
Appears in 2 contracts
Sources: Employment Agreement (Lighting Science Group Corp), Employment Agreement (Lighting Science Group Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive Company, he shall become familiar with, Sprintank's and the Company's with trade secrets and with other Confidential Trade Secret Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company and its Subsidiaries, as such businesses exist or country are in process on the date of the termination of Executive's employment, within any states or geographical regions in which the Company conducts and its Subsidiaries engage or plan to engage in such business businesses on the date of the termination of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries to leave the employ of the Company or such affiliateSubsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, (ii) hire any person who was a management employee of the Company or any of its Subsidiaries at any time during the one-year period prior to the termination of the Employment Period or (iiW) induce or attempt to induce any customer, supplier, licensee, ' licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateSubsidiaries, or in any way materially interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiaries (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable.
(d) In the event of any breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
(e) After the later of (i) the date Executive's employment hereunder is terminated or (H) the expiration of either the Severance Period or the PS S▇▇▇▇▇▇▇▇ ▇▇▇iod, as applicable (such date being referred to as the "Effective Date"), the Company shall advise Executive of its election to continue to enforce the provisions of paragraph 7 above for the period of time desired, in incremental periods of one month, in writing within 15 business days after the Effective Date. If the Company elects to continue to enforce the provisions of paragraph 7 after the Effective Date, the Company shall pay the Executive, as additional consideration for Executive's agreement not to compete, an amount equal to 50% of Executive's then monthly Base Salary during each month of the non-compete commencing with the first calendar month after the month of the Effective Date, such amount to be paid to Executive in accordance with the Company's normal payroll schedule. In no event shall such time period exceed the Noncompete Period.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, The Executive acknowledges and agrees that the Executive’s services to Holdings, the Company and its Subsidiaries are unique in nature and that Holdings, the Company and its Subsidiaries would be irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in the Business. The Executive further acknowledges that, in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive shall Company, she will become familiar withwith Holdings’, Sprintank's and the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Company and its affiliates and Noncompete Period other than as an employee of the Company, she shall not, directly or indirectly, whether for herself or for any other Person, permit her name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that Executive's services have been and shall be engages or proposes to engage in the Business in the Restricted Territories. For purposes of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, term “participate in” shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of Executive's termination of employment with the Company otherwise, or rendering any direct or indirect service or assistance to any Person (other than on behalf ofwhether as a director, and at the direction ofofficer, the Companysupervisor, employee, agent, consultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more than 2% five percent (5%) of the outstanding stock of any class of a publicly held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such corporationentity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
(b) During the Noncompete Nonsolicitation Period, the Executive shall will not directly directly, or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliatePerson, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or induce or attempt to induce any corporate officer, general manager or other employee of the Company or any of its Subsidiaries to terminate such affiliateemployee’s employment with the Company or any of its Subsidiaries, or hire any such person unless such person’s employment was terminated by the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, employee or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliatesSubsidiaries. The Executive acknowledges and agrees that the Company and its Subsidiaries would be irreparably damaged if the Executive were to breach any of the provisions contained in this Section 1.9(b).
Appears in 1 contract
Sources: Employment Agreement (Palace Entertainment Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company, as such businesses exist or country are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts engages or plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from (x) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (y) after the Employment Period, being a shareholder, partner, employee of, or otherwise render services for, any consulting company or any other business which provides consulting services to other businesses (whether or not such businesses compete with the businesses of the Company).
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Executive of this paragraph 6, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. To further ensure that ▇▇▇▇▇ receives the expected benefits of acquiring the Business, throughout the period that begins on the Closing Date and ends on the third anniversary of the Closing Date (the “Restricted Period”):
(a) In consideration Seller shall not, directly or indirectly, through an Affiliate or otherwise, either for its own benefit or for the benefit of any other Person other than Buyer or its Affiliates, without the prior written consent of Buyer, which consent may be withheld by Buyer in its sole discretion, (i) engage in or assist other in engaging in the Restricted Business in the United States or anywhere in the world where Seller does business as of the Noncompete Payment effective time of the Closing (“Restricted Territory”) in any manner or capacity (e.g., through any form of ownership or as defined belowan advisor, principal, agent, partner, manager, officer, director, employee, employer, consultant, member of any association, lender or otherwise) to be paid to Executive hereunder, Executive acknowledges in any aspect of the Business or (ii) have an interest in any Person that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not engages directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in the Restricted Business in the Territory in any state capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationconsultant.
(b) During the Noncompete PeriodSeller shall not, Executive shall not directly or indirectly through another entity indirectly, solicit for employment, employ, or attempt to employ any Transferred Employee or otherwise interfere with or disrupt any such employment relationship (contractual or other) between any Transferred Employee, on the one hand, and Buyer or its Affiliates, on the other hand, except that nothing herein prohibits Seller or its Affiliates from any (1) general solicitation for employment (including in any newspaper or magazine, over the internet or by any search or employment agency) if not specifically directed towards any Transferred Employee or (2) hiring of any individual where the initial contact with such individual regarding such hiring primarily arose from any such general solicitation.
(c) Seller specifically acknowledges and agrees that (i) induce or attempt to induce any employee this Section 6.07, including the geographic boundaries, scope of prohibited activities and the duration of the Company or any provisions in this Section 6.07, is reasonable and no broader than necessary to ensure that Buyer receives the expected benefits of its affiliates to leave acquiring, and enjoys the employ of goodwill of, the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or Business; (ii) induce or attempt Buyer has refused to induce enter into this Agreement in the absence of this Section 6.07; and (iii) breach of this Section 6.07 will harm Buyer to such an extent that monetary damages alone may be an inadequate remedy and Buyer may not have an adequate remedy at law. Therefore, in the event of a breach by Seller of this Section 6.07, (1) Buyer (in addition to all other remedies Buyer may have) will be entitled to seek an injunction and other equitable relief (without posting any customer, supplier, licensee, licensor, franchisee bond or other business relation security) restraining Seller from committing or continuing such breach and to enforce specifically this Agreement and its terms and (2) if it is determined that Seller has breached this Section 6.07, then the duration of the Company or any Restricted Period with respect to Section 6.07 will be extended beyond its then-scheduled termination date for a period equal to the duration of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)that breach.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with by the Company and for two years thereafter (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company, as such businesses exist or country are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts engages or plans to engage in such business on businesses. In the date of event that Executive's termination of employment with the Company (other than on behalf of, and at is terminated without Cause by the direction ofCompany or with Good Reason by Executive, the Company)Noncompete Period shall terminate upon the one year anniversary of the Termination Date. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Executive of this Section 6, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment Shares, the Participant agrees and covenants not to:
(i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as defined below) an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and same or similar business as the Company and its affiliates and that Executive's services have been and shall Related Entities, as such business may be expanded from time to time, for a period of special, unique and extraordinary value to Sprintank and/or 2 years following the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of ExecutiveParticipant's termination of employment employment, provided that nothing in this Section 9 shall prohibit the ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Company Nasdaq Stock Market;
(ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the "Noncompete Period"), Executive shall not directly or indirectly own termination of employment of any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which employee of the Company conducts such business on or its Related Entities for 2 years following the date of ExecutiveParticipant's termination of employment employment; or
(iii) Directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company (other than on behalf ofcurrent, and at the direction offormer, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee prospective customers of the Company or any of its affiliates Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such affiliate, or in any way interfere competitive with the relationship between those offered by the Company or any of its affiliates and Related Entities for a period of 2 years following the Participant's termination of employment.
(b) If the Participant breaches any employee thereof, or of the covenants set forth in Section 9(a):
(i) All Unvested Shares shall be immediately forfeited; and
(ii) induce the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or attempt to induce any customer, supplier, licensee, licensor, franchisee permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
(c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, then the Company or may choose to enforce any of its affiliates other non-compete and/or non-solicitation provision to cease doing business with which the Company or Participant is bound to the extent such affiliate, or provision provides greater restrictions than those provided in any way interfere with the relationship between any such customer, supplier, licensee or business relation Sections 9(a) and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)9(b) herein.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Altra Industrial Motion Corp.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not not, without the express written consent of the Company, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 21% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce hire any person who was an employee of the Company or any of its affiliates Subsidiary at any time during the three-month period prior to leave the employ expiration of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, Employment Period or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) which interference causes material monetary damage to the Company or its Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive ▇▇▇▇▇▇ acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's during ▇▇▇▇▇▇’s employment with the Company Executive shall Company, ▇▇▇▇▇▇ has and will become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's Holder’s services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, and in further consideration of the Performance Stock Units to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to consummate enter into this Award Agreement and the transaction contemplated by the Purchase Agreement, Executive Company would not have entered into this Award Agreement but for ▇▇▇▇▇▇’s agreement to such covenants. Holder agrees that, during the two-year period commencing on the date hereof and ending on the two year anniversary of Executive's termination of employment with the Company ▇▇▇▇▇▇’s Termination (the "Noncompete “Restricted Period"”), Executive Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with with, contribute to or render services for any industrial tank (as an officer, director, employee or mobile storage box rental business in any state or country other regard), any Person that is in any business which competes with any business that the Company and/or its Affiliates conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and or has specific plans to conduct at the direction oftime of Holder’s Termination anywhere in the world; provided that, the Company). Nothing nothing herein shall prohibit Executive Holder from being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation.
(b) . During the Noncompete Restricted Period, Executive Holder shall not directly directly, or indirectly through another entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iiiv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with with, or materially and adversely change the terms of its business with, the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or threatened to breach any of its affiliates (includingthe covenants contained herein, without limitation, making or any negative statements restrictive covenant contained in an employment agreement or communications about other agreement between Holder and any of the Company or any of its affiliates).Affiliates, to the extent permitted by applicable law:
Appears in 1 contract
Sources: Inducement Award Performance Based Restricted Stock Unit Award Agreement (Holley Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment Award, the Participant agrees and covenants not to:
(i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as defined below) an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and same or similar business as the Company and its affiliates and that Executive's services have been and shall Related Entities, as such business may be expanded from time to time, for a period of special, unique and extraordinary value to Sprintank and/or two years following the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of ExecutiveParticipant's termination of employment employment; provided that nothing in this Section 8 shall prohibit the ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Company Nasdaq Stock Market;
(ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the "Noncompete Period"), Executive shall not directly or indirectly own termination of employment of any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which employee of the Company conducts such business on or its Related Entities for two years following the date of ExecutiveParticipant's termination of employment employment; or
(iii) Directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax and instant message), attempt to contact or meet with the Company (other than on behalf ofcurrent, and at the direction offormer, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee prospective customers of the Company or any of its affiliates Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such affiliate, or in any way interfere competitive with the relationship between those offered by the Company or any of its affiliates Related Entities for a period of two years following the Participant's termination of employment.
(b) If the Participant breaches any of the covenants set forth in Section 8(a):
(i) All unvested portions of this Award (including any unvested RSUs and any employee thereof, or Net Restricted Shares) shall be immediately forfeited; and
(ii) induce the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or attempt to induce any customer, supplier, licensee, licensor, franchisee permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable «First_Name» «Last_Name» Restricted Stock Unit Award Agreement [Date of Grate] relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
(c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, then the Company or may choose to enforce any of its affiliates other non-compete and/or non-solicitation provision to cease doing business with which the Company or Participant is bound to the extent such affiliate, or provision provides greater restrictions than those provided in any way interfere with the relationship between any such customer, supplier, licensee or business relation Sections 8(a) and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)8(b) herein.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Altra Industrial Motion Corp.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and the Company's with trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall his service will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date Employment Period and for eighteen (18) months thereafter (unless Executive is terminated without Cause, is deemed to have been terminated without Cause pursuant to Section 4(b), 4(c), or 4(d) or is terminated as a result of Executive's permanent disability, in which cases the period shall last until the termination of employment with the Company Employment Period but not beyond) (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any Bio-logic Systems Corp. Form 10-QSB business competing with the business of the Company as such business exists or is in process on the date of the termination of Executive's employment, within North America, Puerto Rico or any country in which the Company conducts such business on manufactures, distributes or sells products (or in which the date Company manufactured, distributed or sold products during the twelve-month period preceding termination of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Companyemployment). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% five percent (5%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity indirectly: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, ; (ii) hire any person (other than Executive's secretary) who was an employee of the Company at any time during the six (6) month period prior to the end of the Employment Period; or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances than existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates (includingfavor, without limitation, making may apply to any negative statements court of law or communications about equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the Company or its affiliates)provisions hereof.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall continue to be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company and/or any of its Subsidiaries and for one (1) year following the termination of Executive's employment (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, be employed in an executive, managerial or mobile storage box rental business administrative capacity by, or in any state manner engage in any business or country entity selling or offering for sale products or services competitive with the Business (as defined below) of the Company or its Subsidiaries, as such Businesses exists or is in process during the Employment Period or on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries engages or has made substantial, executable plans to engage in such Business. Such business on (the date “Business”) shall mean the research, development, manufacture, or sale of Executive's termination of employment with the Company (other than on behalf ofLED lighting devices, including but not limited to, LED lighting components, LED retrofit lamps, LED luminaires, LED fixtures and/or LED lighting systems, and at the direction of, shall not include any business or businesses of any parent entity or owner of the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During In addition, during the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or the six (6) months prior to the commencement of the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatesSubsidiaries); provided that nothing in this Section 7(b) shall apply to any general mass solicitations of employment (including a general solicitation by a professional recruiter) not specifically directed toward employees of the Company or any Subsidiary, which general solicitations are expressly permitted.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, The Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall and its subsidiaries he will become familiar withfamiliar, Sprintank's and during his employment with the Company and its predecessors he has become familiar, with the Company's and its subsidiaries' trade secrets and with other Confidential Information confidential information concerning Sprintank the Company, its subsidiaries and the Company and its affiliates Company's predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatessubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the twoEmployment Period and in the case of (x) termination for Cause, resignation (other than resignation for "Good Reason" following a "Change in Control") or, if applicable, the expiration (and non-year renewal) of the Employment Period on December 1, 2000, for three years thereafter, or (y) termination without Cause, during the period commencing on in which the date Executive receives payments of Executive's termination of employment with Base Salary pursuant to paragraph 5(b) (without regard to the Company proviso contained therein) (the applicable period being referred to herein as the "Noncompete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company conducts or its subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationcorporation or (ii) performing management consulting service; provided, however, that if ancillary to such management consulting services the Executive or his client requires market research consulting services that are performed by the Company or an affiliate thereof, he shall retain, or shall use his best efforts to cause his client to retain the Company or such affiliate for the performance of such services.
(b) During the Noncompete Employment Period, the Noncompete Period and, if applicable, for the period of three years following the expiration (and non-renewal) of the Employment Period on December 1, 2000, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiary to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary at any time during the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary.
(c) If, at the time of enforcement of this paragraph 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by the Executive of any of the provisions of this paragraph 8, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive a. Consultant acknowledges that in the course of Executive's employment with Sprint Executive has providing services for CTN he will become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the CompanyCTN's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates CTN and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCTN. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Consultant agrees that, during the two-year period commencing on Consulting Period and for two years after the date of Executive's termination of employment with the Company this Agreement, such termination being for any reason whatsoever (the "Noncompete “Non-Compete Period"”), Executive he shall not directly or indirectly own any interest inown, manage, control, participate inconsult with, consult with or render services for any industrial tank for, or mobile storage box rental business in any state other manner engage in any business competing with the businesses of CTN, which is an information or country entertainment network and which has as its primary business marketing to colleges or universities (the “Business”) within any geographical area in which CTN engages or plans to engage in such businesses, which is expected to be the Company conducts such business on United States of America. Notwithstanding the date of Executive's termination of employment with the Company (other than on behalf offoregoing, and at the direction of, the Company). Nothing nothing herein shall prohibit Executive Consultant from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation company which is publicly tradedtraded that competes with the Business, so long as Executive Consultant has no active participation in the management or the business of such corporationcompany.
(b) b. During the Noncompete Non-Compete Period, Executive Consultant shall not directly or indirectly, on behalf of any Person in the Business solicit, encourage, entice or induce (or attempt to do any of the foregoing) a customer of Company with whom Consultant had contact while providing services for CTN to cease doing business with Company.
c. During the Consulting Period and for eighteen (18) months thereafter, Consultant shall not directly or indirectly through another entity (i) knowingly solicit, encourage, entice or induce or attempt to induce any employee of the Company or any of its affiliates company to leave the employ of the Company or such affiliateCTN, or in any way interfere with the relationship between the Company or any of its affiliates CTN and any employee thereof, or (ii) knowingly hire any person who was an employee of CTN at any time during the Consulting Period or (iii) knowingly induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, CTN or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)CTN.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive she shall become familiar with, Sprintankwith the Company's and the CompanyDivision's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates the Division and that Executive's her services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesthe Division. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive she shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state or country manner engage in which the Company conducts such any business on the date of Executive's termination of employment competing with the Company (other than on behalf of, Division's and at the direction of, the Company)'s business of internet and catalog sales of flowers and plants, within the United States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates the Division to leave the employ of the Company or such affiliatethe Division, or in any way interfere with the relationship between the Company or any of its affiliates the Division and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates the Division to cease doing business with the Company or such affiliatethe Division, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or the Division.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Executive of this paragraph 6, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for twelve months thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or has announced plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period (other than a person who has not been employed by the Company or its Subsidiaries for at least six months or whose employment has been terminated by the Company or its Subsidiaries) or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this Paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Paragraph 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderhereunder and other incentive compensation that may be granted to Executive, Executive acknowledges that in the course of Executive's ’s employment with Sprint Publishing and its Affiliates, Executive has become familiar with, and in will during the course of Executive's employment with the Company Executive shall Employment Period become familiar with, Sprintank's Publishing’s and the Company's its Affiliates’ (and their predecessors’) trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Sprintank and the Company Publishing and its affiliates Affiliates and that Executive's ’s services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Publishing and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Period and for one (1) year period commencing on thereafter (such period, the date of Executive's termination of employment with the Company (the "“Noncompete Period"”), Executive shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, consult with any of the businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC) or render services for CNET Networks, Inc. (the “Restricted Persons”), (ii) of any industrial tank successor, assignee, partner, joint venture or mobile storage box rental business in collaboration partner, subsidiary, division or Affiliate of any state of the Restricted Persons, or country (iii) in which any of the Company conducts such business on Restricted Persons owns an interest or participates, which any of the date Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any of Executive's termination the Restricted Persons consults or to which any of employment with the Company (other than on behalf of, and at the direction of, the Company)Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation.
(b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company Publishing or any of its affiliates Affiliate to leave the employ of the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between the Company Publishing or any of its affiliates Affiliate and any employee thereof, or (ii) induce hire any person who was an employee of Publishing or attempt any Affiliate at any time during the one year period prior to induce the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of the Company Publishing or any of its affiliates Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Publishing or any of its affiliates (Affiliate, including, without limitation, making any negative statements or communications about the Company Publishing or its affiliates)Affiliates, or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which Publishing or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an “Acquisition Target”) by Publishing or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than Publishing or any of its Affiliates.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of The Executive acknowledges and agrees with the Noncompete Payment (as defined below) Company and its Subsidiaries that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be paid irreparably damaged if the Executive were to provide similar services to any Person competing with the Company or its Subsidiaries or engaged in a similar business. The Executive hereunder, Executive further acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Noncompete Period, he shall not, directly or indirectly, either for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage (i) in the Business within the United States (collectively, the "Restricted Territory") or (ii) in a business identical to or similar to any business which is engaged in by the Company or any of its Subsidiaries or affiliates in the Restricted Territory prior to the Executive’s termination. The Executive acknowledges and its affiliates agrees that the term of the Noncompete Period and that Executive's services have been and shall be the geographical limits of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesRestricted Territory are reasonable. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase For purposes of this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the term "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in" shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, supervisor, Executive's termination of employment with the Company (other than on behalf of, and at the direction ofagent, the Companyconsultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more less than two (2% ) percent of the outstanding stock of any class of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. As used herein, the phrase "mere passive ownership" shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such entity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity. In addition, nothing herein will prohibit the Executive from participating in any business or enterprise having a subsidiary which is publicly tradedengages in the Business, so long as the Executive has no active participation does not provide services to, act as an officer or director of or otherwise participate in the business management or operations of such corporationsubsidiary.
(b) During the Noncompete Nonsolicitation Period, the Executive shall will not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) Person induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or induce or attempt to induce any Executive of the Company or any of its Subsidiaries to terminate such affiliateExecutive’s employment with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, Executive or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliates)Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive she shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's her services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive she shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any floral or country gift business competing with the businesses of the Company, as such businesses exist on, or as to which the Company has devoted substantial management time or substantial capital prior to, the date of the termination of Executive's employment, within any geographical area in which the Company conducts engages or plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being (i) a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationcorporation or (ii) an employee of an organization that provides consulting or other services to a competitor of the Company, so long as the Executive is not directly involved with, and does not provide services for, the competitor.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Company.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 6 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (includingwithout posting a bond or other security). In addition, without limitationin the event of an alleged breach or violation by Executive of this paragraph 6, making any negative statements the Noncompete Period shall be tolled until such breach or communications about the Company or its affiliates)violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration Executive agrees that during the Employment Period and for a period of 18 months from the Noncompete Payment termination thereof (as defined below) to be paid to Executive hereunderthe "Non-Competition Period"), Executive acknowledges that she will not directly, either for her own account or for the benefit of any person, firm or corporation, engage in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment any business activity competitive with the Company Executive shall become familiar withretail, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and mail order or e-commerce businesses of the Company and its affiliates and (a "Competing Business Activity"). For purposes hereof, Competing Business Activities shall mean direct marketing of clothing for children or teen-agers.
(b) Executive agrees that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or during the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase AgreementNon-Competition Period, Executive agrees thatshall not discuss or accept any relationship, during whether as a consultant, representative, employee, executive, officer, director, manager or otherwise, with any person, firm or corporation which is engaged in a Competing Business Activity.
(c) During the twoNon-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Competition Period"), Executive shall not directly or indirectly own any interest inor be a stockholder, managepartner of, control, or otherwise participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state company that is engaged in a Competing Business Activity. Notwithstanding the above, Executive may hold up to a one percent (1%) interest in any publicly held or country traded company and shall have an unlimited right to invest in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation mutual fund which is publicly traded, so long as Executive has no active participation in the business of such corporationtraded or managed by a major financial institution.
(bd) During the Noncompete Non-Competition Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates affiliate to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any affiliate at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, consultant or other business relation of the Company or any of its affiliates affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee, consultant or business relation and the Company or any of its affiliates affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliates).
(e) During the Non-Competition Period, Executive shall inform any prospective new employer or associate prior to accepting any employment or any business relationship of the existence of this Agreement and provide such employer or associate with a copy of this Agreement.
(f) In the event any covenant made in this Agreement shall be more restrictive than permitted by applicable law, it shall be limited to the extent which is so permitted. Nothing in this Agreement shall be construed as to prevent the Company from pursuing any and all remedies available to it for the breach or threatened breach of covenants made in this Agreement, including recovery of money damages or temporary or permanent injunctive relief. Accordingly, Executive acknowledges that the remedy at law for breach of the provisions of this Agreement may be inadequate and that, in addition to any other remedy the Company may have, it shall be entitled to an injunction restraining any breach or threatened breach, without any bond or other security being required and without the necessity of showing actual damages.
(g) Notwithstanding anything to the contrary contained in this Section 7, nothing contained in this Section 7 shall be construed so as to prohibit the Executive from being employed by a company or entity that engages in a Competing Business Activity so long as Executive is not responsible for, does not report to or have any involvement, whether direct or indirect, with any division or unit of said company engaged in such Competing Business Activity.
(h) Notwithstanding anything to the contrary contained in this Section 7, the Non-Competition Period shall not be construed to extend beyond the date of termination of the Employment Period if the Employment Period has terminated by the Company without Cause or by the Executive for Good Reason.
Appears in 1 contract
Sources: Employment Agreement (Iturf Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Employment Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state or country manner engage in which any business competing with the businesses of the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)or its subsidiaries. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% 5 percent (5%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Employment Period and for one year after the termination of the Employment Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiary to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates subsidiary and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges and agrees that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's ’s employment with the Company and its Subsidiaries Executive shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's ’s services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of his or her employment with the Company and for a period of one year thereafter (the "Noncompete “Non-Compete Period"”), Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with or with, render services for (alone or in association with any industrial tank person or mobile storage box rental business entity), in any state or country manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)or its Subsidiaries operates or plan to operate. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshalls, ▇▇▇▇ Stores, ▇▇▇▇▇ Mart, and Century 21.
(b) During the Noncompete Non-Compete Period, Executive shall not not, directly or indirectly through another indirectly, and shall ensure that any person or entity controlled by Executive does not, (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, or (ii) hire, directly or through another person, any person (whether or not solicited) who was an executive of the Company or any Subsidiary at any time within the one year period before Executive’s termination from employment, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, engage in or assist any person or entity in engaging in any Competing Business or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (Executive understands that any person or entity that Executive contacted during the one year period prior to the date of Executive’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its affiliates Subsidiaries as to whom the Company has a protectible proprietary interest) or (including, without limitation, making iv) make or solicit or encourage others to make or solicit directly or indirectly any negative statements defamatory statement or communications communication about the Company or any of its affiliatesSubsidiaries or any of their respective businesses, products, services or activities (it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).
Appears in 1 contract
Sources: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "“Noncompete Period"”), Executive he shall not not, without the express written consent of the Company, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive’s employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce hire any person who was an employee of the Company or any of its affiliates Subsidiary at any time during the three-month period prior to leave the employ expiration of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, Employment Period or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) which interference causes material monetary damage to the Company or its Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, including amounts payable to Executive as Severance Pay, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries he shall become familiar withfamiliar, Sprintank's and during his employment with the Company he has become familiar, with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company Company, its Subsidiaries and its affiliates Affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-Employment Period and for a period of one year period commencing on the date of Executive's following termination of his employment with the Company (the "“Noncompete Period"”), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the Business of the Company, its Subsidiaries or country its Affiliates, as defined below and as such businesses exist or are in process during the Employment Period on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries engage or have definitive plans to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During . For the Noncompete Periodpurpose of this Agreement, Executive shall not directly “Business” or indirectly through another entity (i) induce or attempt to induce any employee “Business of the Company or any of its affiliates Company” means, with respect to leave the employ of and including the Company and its Subsidiaries, the worldwide distribution of rehabilitation and patient-assist products, and other therapeutic products and devices which are manufactured, distributed and/or sold to rehabilitation, physical or such affiliateoccupational therapy related professionals, institutions and dealers. The foregoing shall be deemed to include the hospital, long-term care facility and rehabilitation clinic markets for physical therapy, rehabilitation, sports medicine, chiropractic, podiatry and institutional crafts, presently served or in any way interfere with the relationship between presently proposed to be served by the Company or any of and/or its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunderYou acknowledge that, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's your employment with the Company Executive shall Company, you will become familiar with, Sprintank's and with the Company's ’s and its affiliates’ trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's your services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, you agree that during the Non-Compete Period (as defined in order to induce Section 7(b)), you will not (A) anywhere the Company or any of its affiliates conducts business or (B) anywhere the Company or any of its affiliates has spent time and resources in connection with expanding its business, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity:
(i) own, manage, operate, consult with, provide financing to, or join, control or participate in the ownership, management, operation or control of, or the provision of financing to, any business wherever located (whether in corporate, proprietorship or partnership form or otherwise), if such business is competitive with the business of the Company; or
(ii) say anything which is harmful to consummate the transaction contemplated by reputation of the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date Company or any of Executive's termination of employment its affiliates or which could be reasonably expected to lead any person to cease to deal with the Company (or any of its affiliates on substantially equivalent terms to those previously offered or at all. The Company, on behalf of itself and its affiliates, agrees that during the "Noncompete Period")same period they and their owners, Executive shall officers and employees will not directly say anything which is harmful to your reputation or indirectly own which could be reasonably expected to lead any interest in, manage, control, participate in, consult person to cease to deal with you or render services for any industrial tank or mobile storage box rental business engage you in any state consulting or country in which employment position.
(b) For purposes of this agreement, “Non-Compete Period” means (i) during the Company conducts such business on Employment Period, and (ii) for a period of one (1) year after the date of Executive's termination of employment the Employment Period (except that with respect to subsection (a) (i) above, it will mean during the Company Employment Period and for a period of one (other than on behalf of, and at the direction of, the Company)1) year thereafter. Nothing herein shall in Section 7(a) will prohibit Executive you from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly tradedpublicly-traded corporation, so long as Executive has you have no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of During the Noncompete Payment (as defined below) to be paid to Executive hereunderRestricted Period, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar witheach Restricted Person shall not, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own through any interest inother Person (whether as an officer, director, manager, employee, partner or equityholder) own, manage, control, participate in, consult with or with, render services for any industrial tank or mobile storage box rental business otherwise engage in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company Subject Business.
(other than on behalf of, and at the direction of, the Company). b) Nothing herein shall prohibit Executive a Restricted Person from (i) being a passive owner of not more than 2% two percent (2.0%) of the outstanding stock of any class of a corporation an entity which is publicly traded, so long as Executive such Restricted Person has no active participation in the business day-to-day management of such corporationentity, or (ii) after the Closing, managing, controlling, being employed by, participating in the activities of, consulting with or for, rendering services to or for, or otherwise engaging in any activities for the benefit of the Purchaser, the Company, its Subsidiaries, and their respective Affiliates.
(bc) During the Noncompete Restricted Period, Executive each Restricted Person shall not not, directly or indirectly through another entity any other Person (whether as an officer, director, manager, employee, partner or equityholder) solicit any employees of the Company and its Subsidiaries as of the Closing Date to terminate their relationship with such Company or Subsidiary or hire any such employees; provided, that the foregoing shall not apply to (i) induce any general solicitation (including through the use of search firms or attempt to induce otherwise) not directed at any employee of such employees, and any hiring resulting therefrom, or (ii) the solicitation or hiring any such employees whose employment is terminated by the Company or applicable Subsidiary after the Closing Date.
(d) During the Restricted Period, each Restricted Person shall not, directly or indirectly through any of its affiliates to leave the employ of the Company other Person (whether as an officer, director, manager, employee, partner or such affiliate, equityholder) solicit or in any way materially interfere with or disrupt the relationship relationship, contractual or otherwise, between the Company or any of its affiliates Subsidiaries and any employee thereof, or (ii) induce or attempt to induce any customer, suppliervendor or supplier (“Business Relationship”) of the Company or such Subsidiary as of the Closing Date; provided, licensee, licensor, franchisee or other business relation of that the foregoing shall not apply to any Business Relationship that has terminated its relationship with the Company or any of its affiliates Subsidiaries after the date hereof.
(e) The parties agree and acknowledge that money damages may be an inadequate remedy for any breach of this Section 5.12. Notwithstanding anything to cease doing business with the Company contrary, in the event of a breach or such affiliatethreatened breach by any Restricted Person of this Section 5.12, the Purchaser and its successors and assigns may, in addition to any other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or in prevent any way interfere with violations of, the relationship between any such customer, supplier, licensee or business relation and the Company or any provisions of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)this Section 5.12.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive Employee acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his/her employment with the Company Executive shall he/she will become familiar with, Sprintank's and with the information concerning the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company , its affiliates, Subsidiaries and its affiliates predecessors and that Executive's his/her services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Employee agrees that, during the two-year Employment Period and for the period commencing on of two years thereafter, the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive Employee shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state or country manner engage in which any business competing with the business of the Company conducts or its Subsidiaries as such business businesses exist or are in process on the date of Executive's the termination of employment with the Company (other than on behalf ofEmployee's employment, and at the direction of, within any geographic area in which the Company), its affiliates or its Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than 23% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation.
(b) During the Noncompete non-compete Period, Executive Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or Company, any of its affiliates or any Subsidiary to leave the employ of the Company or such affiliateaffiliate or Subsidiary, or in any way interfere with the relationship between the Company or Company, any of its affiliates or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company, any of its affiliates or any Subsidiary at any time during the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or Company, any of its affiliates or any subsidiary to cease doing business with the Company or such affiliateaffiliate or Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or Company, any of its affiliates or any Subsidiary.
(including, without limitation, making any negative statements or communications about c) If Employee is terminated by the Company Without Cause or its affiliates)the Company is liquidated, the Non-compete provisions of this Agreement will also terminate upon the Termination Date or date of liquidation.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunderThe Employee agrees that he possesses or will possess knowledge, Executive acknowledges that skills and reputation in the course industry in which the Employer operates which are of Executive's employment with Sprint Executive has become familiar withmaterial importance to the Employer, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of which are special, unique and extraordinary value extraordinary. The Employee acknowledges that the loss of the Employee's services, or the use of the Employee's services by a competitor, may cause irreparable harm to Sprintank and/or the Company and its affiliatesEmployer. Therefore, during the term hereof and for a period of one (1) year following termination of the Employee's employment hereunder for any reason, the Employee, individually and personally, shall not do any of the following unless specifically authorized in order to induce the Company to consummate the transaction contemplated writing by the Purchase AgreementBoard:
(a) Canvass, Executive agrees thatsolicit, during or accept any business in the two-year period commencing on the date of Executive's termination of employment with the Company amusement vending machine business or industry (the "Noncompete PeriodINDUSTRY")) from any present or past customer of the Employer or any related company, Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which if the customer is located anywhere where the Company conducts such currently does business and anywhere where the Company is doing business on the date of Executive's termination of employment with the Company Employee (other than on behalf of, and at the direction of, the Company"TERRITORY"). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During Aid or assist any other person, entity, partnership, or corporation in any effort to canvass, solicit, or accept any business in the Noncompete PeriodIndustry from any past or present customers of the Employer or of any related company, Executive shall not directly if the customer is located within the Territory.
(c) Directly or indirectly through another entity request or advise any past or present customer of the Employer, or any past, present, or possible future customer of any related companies to withdraw, curtail, cancel, or not undertake business in the Industry with any related company, if the customer is located within the Territory.
(id) induce Directly or attempt indirectly disclose to induce any other person, entity, partnership, or corporation the names of past or present customers of the Employer, or of any related company. The parties agree that the names of these customers are confidential and proprietary and constitute trade secrets of the Employer. 152
(e) Suggest, solicit, or encourage any employee of the Company Employer or any of its affiliates related company to leave the employ employment of such entity or disparage the Employer or any related company or their conditions of employment, or disclose to any other person, entity, partnership, or corporation the names of employees of the Company Employer or such affiliateany related company.
(f) Directly or indirectly establish, as manager, employee or owner of greater than 1% of the outstanding ownership interest, or participate in an enterprise competitive with any business which is conducted at any time during the term of this Agreement by the Employer or any related company, and which business is in the Industry and in the Territory.
(g) Provide any product, service, financing, aid, or assistance of any kind for any person, entity, partnership, association, or corporation which is competitive with any business which is conducted at any time during the term of this Agreement by the Employer or any related company, and which business is in the Industry and in the Territory.
(h) Compete in any way interfere manner with any business which is conducted at any time during the relationship between term of this Agreement by the Company Employer or any of its affiliates related company, and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other which business relation of is in the Company or any of its affiliates to cease doing business with Industry and in the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)Territory.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Coin Merchandising Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date in which Executive is receiving compensation hereunder and for a period of three (3) years following termination of Executive's termination of employment with the Company for any reason (the "Noncompete Non- Compete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any supermarket, food store or country in retailer of health and beauty aids with retail locations located within a ten (10) mile radius of any store operated (defined herein as current stores or stores for which the Company conducts such business on leases have been signed as of the date of termination) by the Company or its subsidiaries as of the date of termination of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 21% of the outstanding stock of any class of a corporation which is publicly tradedanother corporation, so long as Executive has no active participation in the management or the business of such corporation.
(b) During the Noncompete Non-Compete Period, Executive shall not directly or indirectly through another entity (i1) induce or attempt to induce any employee of the Company or any Subsidiary of its affiliates the Company to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates such Subsidiary and any employee thereof, or ; (ii2) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation relationship of the Company or any Subsidiary of its affiliates the Company to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates such Subsidiary; or (including3) make an oral or written disparaging statement, without limitation, making any negative statements comment or communications remark about the Company or any of its affiliates)Subsidiaries to any employee, customer, supplier, licensee or other business relationship of the Company or any of its Subsidiaries or to or for the intended use of any member of the press.
(c) Such Non-Compete Period shall terminate immediately at such time as the Company and its Subsidiaries no longer operate supermarkets or food stores.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete PeriodNONCOMPETE PERIOD"), Executive he shall not not, without the express written consent of the Company, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation corporation, which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce hire any person who was an employee of the Company or any of its affiliates Subsidiary at any time during the three-month period prior to leave the employ expiration of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, Employment Period or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliates)Subsidiaries) which interference causes material monetary damage to the Company or its Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of The Executive acknowledges and agrees with the Noncompete Payment (as defined below) Company that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be paid irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in a similar business. The Executive hereunder, Executive further acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Company and its affiliates and Noncompete Period, he shall not, directly or indirectly, either for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that Executive's services have been and shall be engages or proposes to engage in the Business in the Restricted Territory. For purposes of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, term “participate in” shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of Executive's termination of employment with the Company otherwise, or rendering any direct or indirect service or assistance to any Person (other than on behalf ofwhether as a director, and at the direction ofofficer, the Companysupervisor, employee, agent, consultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more than two percent (2% %) of the outstanding stock of any class of a publicly-held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such corporation.
(b) entity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity. During the Noncompete Nonsolicitation Period, the Executive shall will not directly or indirectly through another entity Person: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customerCustomer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business or reduce its level of business with the Company or any of its Subsidiaries; (ii) induce or attempt to induce any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries to terminate their employment or consultancy with the Company or any of its Subsidiaries; (iii) recruit, solicit or hire any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries (including during the three (3) months prior to and following the termination of employment of any such affiliate, employee or independent contractor with the Company or any of its Subsidiaries); or (iv) in any way intentionally or negligently interfere with the relationship between any such customerCustomer, supplier, licensee licensee, employee, independent contractor or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliates)Subsidiaries.
Appears in 1 contract
Sources: Employment Agreement (Houston American Energy Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) severance and other amounts paid and to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets of the Company and its affiliates and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, :
(a) during the two-year Employment Period and for a period commencing on the date of Executive's termination of employment with the Company twelve (12) months thereafter (whether Executive resigns, is terminated, becomes disabled, or otherwise) (the "“Noncompete Period"”), Executive shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the Business of the Company and its subsidiaries or country any business in which the Company conducts or any of its subsidiaries has entertained discussions or has requested or received information relating to the acquisition of such business on by the Company or any of its subsidiaries prior to the date of on which Executive's termination of ’s employment with by the Company (other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.ends;
(b) During for purposes of this Agreement, the “Business” of the Company and its subsidiaries means the provision of passenger air transportation services (whether scheduled or charter);
(c) during the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiaries to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or and any of its affiliates subsidiary and any employee thereof, or (ii) at any time hire any person who was an employee of the Company or any subsidiary within 180 days prior to such time, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliate, subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the Business of its affiliates (including, without limitation, making any negative statements or communications about the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested or received information relating to the acquisition of such business by the Company or any of its subsidiaries in the two-year period immediately preceding the date on which Executive’s employment by the Company ends;
(d) if, at the time of enforcement of this Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law;
(e) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, the Company and its affiliates, in addition and supplementary to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of an alleged breach or violation by Executive of this Section 8, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and
(f) the provisions of this Section 8 are in consideration of: (i) employment with the Company and (ii) the additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 6, Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 6, Section 7 and/or this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of For the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date hereof and ending on the earlier of Executive's termination of employment with (i) the date that is twenty-four (24) months after the Executive ceases to be employed by the Company, or (ii) the first date on which the Company fails to punctually make any payment(s) that it is required to make under Section 4(a) without any set-off or deduction other than as required by applicable Federal, state or local law or with respect to any employee benefit plan in which the Executive continues to participate (the "Noncompete “Non-Competition Period"”), the Executive shall not in the United States of America, directly or indirectly own indirectly, either for himself or any interest inother person, own, manage, control, materially participate in, consult with invest in, permit his name to be used by, act as consultant or advisor to, render material services for (alone or in association with any industrial tank person, firm, corporation or mobile storage box rental other business organization) or otherwise assist in any state manner any entity that engages in or country owns, invests in, manages or controls any venture or enterprise engaged in which the Company conducts such business on of making loans or leases secured by equipment to private equity-backed companies in the life science industry (or any other business of the type that constitutes a substantial portion of the Company’s business at the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, Executive ceases to be employed by the Company) (collectively, a “Competitor”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 24.99% of the outstanding stock of any class equity securities of a corporation engaged in such business which is publicly traded, so long as Executive he has no active participation in the business of such corporation.
(b) During the Noncompete Non-Competition Period, the Executive shall not not, directly or indirectly through another entity indirectly, (i) induce or attempt to induce any or aid others in inducing an employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any and an employee of its affiliates and any employee thereofthe Company except in the proper exercise of the Executive’s authority, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates customer to cease doing business with the Company or such affiliatenot to obtain funding from the Company, or in any way interfere with the relationship between the Company and any such customer, supplier, licensee customer or other business relation of the Company.
(c) If, at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.
(d) The covenants made in this Section 8 shall be construed as an agreement independent of any other provisions of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of the Executive against the Company or any of its affiliates (includingaffiliates, without limitationwhether or not predicated upon the terms of this Agreement, making any negative statements or communications about shall not constitute a defense to the Company or its affiliates)enforcement of these covenants.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries he shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates predecessors and its Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for twelve months thereafter (the "“Noncompete Period"”), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process during the Employment Period on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this paragraph 6 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. Executive acknowledges that the restrictions contained in paragraph 6 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive Consultant hereunder, Executive Consultant acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he has become and will continue to be familiar with, Sprintank's and with the Company's and its subsidiaries' trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatessubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Consultant agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Consulting Period and for three years thereafter (the "Noncompete Period"), Executive ----------------- he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its subsidiaries, as such businesses exist or are in process on the date of the termination of Consultant's employment, within any geographical area in which the Company conducts or its subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive Consultant from being a passive owner of or not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Consultant has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive Consultant shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiary to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary at any time during the Consulting Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatessubsidiaries).
(c) If, at the time of enforcement of this paragraph 4, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Consultant agrees that the restrictions contained in this paragraph 4 are reasonable.
(d) Because Consultant's services are unique and because Consultant has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. In the event of the breach or a threatened breach by Consultant of any of the provisions of this paragraph 4, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Consultant of this paragraph 4, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Sources: Consulting and Non Competition Agreement (Tmil Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and the Company's with trade secrets and with other Confidential Trade Secret Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any states or geographical regions in which the Company conducts or its Subsidiaries engage or plan to engage in such business businesses on the date of the termination of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries to leave the employ of the Company or such affiliateSubsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, (ii) hire any person who was a management employee of the Company or any of its Subsidiaries at any time during the one year period prior to the termination of the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateSubsidiaries, or in any way materially interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiaries (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable.
(d) In the event of any breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Sources: Employment Agreement (Sovereign Specialty Chemicals Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive the Publishing and its Affiliates, he has prior to the date of this Agreement, and will during the Employment Period, become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, SprintankPublishing's and the Company's its Affiliates' (and their predecessors') trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Sprintank and the Company Publishing and its affiliates predecessors and its Affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Publishing and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year Employment Period and for a period commencing on the date of Executive's termination of employment with the Company 18 months thereafter (such period, the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, consult with any of the businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC), or render services for CNET Networks, Inc. (the "Restricted Persons"), (ii) of any industrial tank successor, assignee, partner, joint venture or mobile storage box rental business in collaboration partner, subsidiary, division or Affiliate of any state of the Restricted Persons, or country (iii) in which any of the Company conducts such business on Restricted Persons owns an interest or participates, which any of the date Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), or with which any of Executive's termination the Restricted Persons consults or to which any of employment with the Company (other than on behalf of, and at the direction of, the Company)Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than 2% of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation. In addition, if this Agreement is not renewed by Publishing at the end of the three year Employment Period, the Noncompete Period shall end at the end of the Term of this Agreement.
(b) During the Noncompete PeriodEmployment Period and for a period of 18 months thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company Publishing or any of its affiliates Affiliate to leave the employ of the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between the Company Publishing or any of its affiliates Affiliate and any employee thereof, or (ii) induce hire any person who was an employee of Publishing or attempt any Affiliate at any time during the one year period prior to induce the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of the Company Publishing or any of its affiliates Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with the Company Publishing or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company Publishing or any of its affiliates Affiliate (including, without limitation, making any negative statements or communications about the Company Publishing or its affiliates)Affiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which Publishing or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an "Acquisition Target") by Publishing or any of its Affiliates, or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than Publishing or any of its Affiliates.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive Company, he shall become familiar with, Sprintank's and the Company's with trade secrets and with other Confidential Trade Secret Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company and its Subsidiaries, as such businesses exist or country are in process on the date of the termination of Executive's employment, within any states or geographical regions in which the Company conducts and its Subsidiaries engage or plan to engage in such business businesses on the date of the termination of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries to leave the employ of the Company or such affiliateSubsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, (ii) hire any person who was a management employee of the Company or any of its Subsidiaries at any time during the one-year period prior to the termination of the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateSubsidiaries, or in any way materially interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiaries (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable.
(d) In the event of any breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
(e) After the later of (i) the date Executive's employment hereunder is terminated or (ii) the expiration of either the Severance Period or the PS S▇▇▇▇▇▇▇▇ ▇▇▇iod, as applicable (such date being referred to as the "Effective Date"), the Company shall advise Executive of its election to continue to enforce the provisions of paragraph 7 above for the period of time desired, in incremental periods of one month, in writing within 15 business days after the Effective Date. If the Company elects to continue to enforce the provisions of paragraph 7 after the Effective Date, the Company shall pay the Executive, as additional consideration for Executive's agreement not to compete, an amount equal to 50% of Executive's then monthly Base Salary during each month of the non-compete commencing with the first calendar month after the month of the Effective Date, such amount to be paid to Executive in accordance with the Company's normal payroll schedule. In no event shall such time period exceed the Noncompete Period.
Appears in 1 contract
Sources: Employment Agreement (Sovereign Specialty Chemicals Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates predecessors and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, Executive agrees that (i) during the period in order to induce which Executive is receiving compensation from the Company pursuant to consummate paragraph 4 hereof, or (ii) if the transaction contemplated by the Purchase AgreementEmployment Period is terminated as provided in paragraph 4(b), Executive agrees that, during the two-for a period of one year period commencing on the date of Executive's following such termination of employment with the Company (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank to, or mobile storage box rental business in any state manner engage in any business competing with any business of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on businesses. Geographic areas in which the Company and/or its Subsidiaries plans to operate any businesses or in which any businesses of the Company exist or are in process will be identified in writing upon request of Executive within thirty days of the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) solicit any person who was an employee of the Company or any Subsidiary at any time within one year prior to termination of the Employment Period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary.
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions thereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 1 contract
Non-Compete, Non-Solicitation. (ai) In consideration The Majority Member acknowledges the highly competitive nature of the Noncompete Payment (as defined below) business of the Company and accordingly agrees that, in connection with the Transaction, which will result in the acquisition by the Purchaser of the Company’s business and Assets, including its goodwill and customer relationships, Intellectual Property and proprietary information, which the Purchaser considers to be paid valuable assets necessary for the Company to Executive hereunder, Executive acknowledges that in continue to operate its business following the course of Executive's employment with Sprint Executive has become familiar withClosing, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by exchange for the Purchase AgreementPrice payable at Closing, Executive agrees thatwhich Purchase Price shall constitute full consideration for the covenants and restrictions set forth herein, during the two-year Majority Member agrees, for a period commencing on of three years from the date of Executive's termination of employment with the Company Closing Date (the "Noncompete “Restricted Period")”) not to engage in Prohibited Activity within the United States. For purposes of this Section 5.7, Executive shall not directly or indirectly own “Prohibited Activity” means any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country activity in which the Company conducts such business on the date of Executive's termination of employment with the Company Majority Member, directly or indirectly: (A) contributes their skills, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, or any other than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of similar capacity to any class of a corporation which is publicly traded, so long as Executive has no active participation Person established or engaged in the business of such corporation.
the provision of environmental consulting and related services, (bB) During solicits the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee customers of the Company (1) not to conduct business with the Company, (2) to reduce the amount of business it conducts with the Company or (3) to purchase products or services from any business which competes with the Company in the provision of its affiliates environmental consulting and related services, (C) solicits the employees of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereofCompany, or (iiD) induce uses or attempt to induce discloses any customertrade secrets, supplierproprietary information, licensee, licensor, franchisee or other business relation confidential information of the Company and its business. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Majority Member from purchasing or owning less than 5% of the publicly-traded securities of any entity, provided that such ownership represents a passive investment and that the Majority Member is not a controlling person of, or a member of a group that controls, such entity or from making generalized searches for employees by the use of advertisements in the media or by retaining search firms to engage in generalized searches for employees not otherwise in contravention of this Agreement or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)other Transaction Document.
Appears in 1 contract
Sources: Asset Purchase Agreement (White River Energy Corp.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets of the Company and its Subsidiaries and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, :
(a) during the two-year Employment Period and for the period commencing on the date of Executive's termination of employment with the Company Separation and continuing until the first anniversary of the Separation (the "“Noncompete Period"”), Executive shall not not, within the United States, directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business that is involved in the development, marketing, retail sale, administration or country underwriting of non-standard automobile insurance programs anywhere in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing United States; provided that nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Executive has no active participation in the business of such corporation.entity;
(b) During during the Noncompete Period, Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries, other than a member of Executive’s family, to leave the employ of the Company or such affiliateany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, or (ii) hire any person, other than a member of Executive’s family, who was an employee of the Company or any of its Subsidiaries at any time during the one-year period immediately preceding the Separation, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliateany of its Subsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any way interfere with business relating to the relationship between any such customer, supplier, licensee or business relation and of the Company or any of its affiliates (including, without limitation, making any negative statements or communications about Subsidiaries and with which the Company or any of its affiliatesSubsidiaries has entertained discussions, or has requested and received information, relating to the acquisition of such business by the Company or any Subsidiary in the two-year period immediately preceding the Separation;
(c) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law;
(d) in the event of the breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).. In addition, Executive agrees that, in the event of a breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and
(e) the provisions of this Section 7 are in consideration of: (i) employment with the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he has become and will continue to be familiar with, Sprintank's and with the Company's and its subsidiaries' trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatessubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for three years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, ----------------- manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of or not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiary to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatessubsidiaries).
(c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 6 are reasonable.
(d) Because Executive's services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Sources: Employment Agreement (Tmil Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunderunder this Agreement and the so-called 3% Incentive Bonus Agreement to be provided at a later date, Executive acknowledges that in the course of Executive's employment with Sprint Executive the Company, he has prior to the date of this Agreement, and will during the Employment Period, become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two (2) years thereafter (such period, the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state other manner engage in any business which is, directly or country in which indirectly, competitive with any business that the Company conducts such and its subsidiaries engage in or are planning to engage in during the Employment Period, including but not limited to the business on of providing thermal management products and solutions for electronic products, anywhere in the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)World. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock securities of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of any such corporation.
(b) During the Noncompete PeriodEmployment Period and for two (2) years thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, or (ii) induce hire any person who was an employee of the Company or attempt any Affiliate at any time during the two year period prior to induce the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Affiliate (including, without limitation, making any negative statements or communications about the Company or its affiliatesAffiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the World to which the Company or any of its Affiliates, prior to the Termination Date, has made an acquisition proposal relating to the possible acquisition of such business by the Company or any of its Affiliates, or has planned, discussed or contemplated making such an acquisition proposal (such business, an "Acquisition Target"), or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than the Company or any of its Affiliates.
Appears in 1 contract
Sources: Executive Employment Agreement (Aavid Thermal Technologies Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with Executive's employment with Sprint Executive Business he has become familiar withfamiliar, and in the course of Executive's employment he will become familiar, with the Company Executive shall become familiar with, Sprintank's and the Company's and its Subsidiaries' and Divisions' trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates Subsidiaries and Divisions and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during prior to the two-year period commencing on the date termination of Executive's termination of employment with the Company and for two years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Executive's Business as such businesses exist or country are in which the Company conducts such business process on the date of the termination of Executive's termination of employment with the Company (other than on behalf ofemployment, and at the direction of, the Company)within any geographical area in which Executive's Business engages or plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary or Division to leave the employ of the Company or such affiliateSubsidiary or Division, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary or Division and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary or Division at any time during the Executive's employment period, or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Subsidiary or Division to cease doing business with the Company or such affiliateSubsidiary or Division, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary or Division.
(c) If, at the time of enforcement of this paragraph 9, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 9, the Company, in addition and supplementary to other rights and remedies existing in its affiliates favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, making any negative statements posting a bond or communications about the Company or its affiliatesother security).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall and its affiliates and subsidiaries he has, and will continue to, become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates subsidiaries and that Executive's his services have been and shall continue to be of special, unique unique, and extraordinary value to Sprintank and/or the Company and its affiliatessubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year term of his employment plus a period commencing on of two years following the date of Executive's termination of his employment with the Company for any reason (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state or country manner engage in which any business competing with the businesses of the Company conducts or its subsidiaries in the United States, as such business on businesses exist or are in process during the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation which that is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates subsidiary to leave the employ of the Company or such affiliatesubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates subsidiary and any employee thereof, thereof or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, or other business relation of the Company or any of its affiliates subsidiary to cease doing business with the Company or such affiliatesubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, or business relation and the Company or any of its affiliates subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatessubsidiaries).
(c) If, at the time of enforcement of Section 8, a court shall hold that the duration or scope restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period and scope permitted by law. Executive acknowledges that the restrictions contained in Section 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of Section 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries, he has and shall become familiar withwith Parent’s and its Subsidiaries’ and Affiliates’ corporate strategy, Sprintank's pricing and the Company's other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Sprintank and the Company Parent and its affiliates Subsidiaries and Affiliates, and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Parent and its affiliatesSubsidiaries and Affiliates. ThereforeAccordingly, and in order to induce consideration for receiving the Company to consummate salary increase in connection with this Agreement and the transaction contemplated by the Purchase Agreementpotential severance benefits set forth in paragraph 4(b) above, Executive agrees that, during the twoEmployment Period and for one (1) year thereafter (the “Non-year period commencing on compete Period”), if the date termination of Executive's termination ’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of employment the Company, in a capacity similar to the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the "Noncompete Period")Company, and in a geographic area to which Executive shall not directly was assigned, in which Executive provided services or indirectly had a material presence or influence, or for which Executive was responsible, during the last two years of his employment by the Company, own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any Competing Business that conducts operations or country sales in which such U.S. states, or such countries outside the Company conducts such business on United States, as Parent and its Subsidiaries conduct sales or operations as of the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly tradedpublicly-traded corporation, so long as Executive has no active participation in the business of such corporation.
. For purpose of this Agreement, “Competing Business” shall mean any business engaged (b) During the Noncompete Period, Executive shall not whether directly or indirectly through another entity (iindirectly) induce or attempt to induce any employee of in the Company or any of its affiliates to leave the employ of the Company or such affiliatedesign, manufacture, marketing, or sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations in any way interfere with this Section, specifically the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation salary increase and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about potential to receive severance set forth in Section 4(b) above. The restrictions in this Section do not become effective until the Company or its affiliates)11th business day after this Agreement is executed by Executive.
Appears in 1 contract
Sources: Employment Agreement (Sensata Technologies Holding PLC)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive Consultant acknowledges that in the course of Executive's employment with Sprint Executive has providing services for the Network he will become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the CompanyNetwork's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates Network and that Executive's their services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesNetwork. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive Consultant agrees that, during the two-year period commencing on Consulting Period and for two years after the date of Executive's termination of employment with the Company this Agreement, such termination being for any reason whatsoever (the "Noncompete Non-Compete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services as an advisor, consultant, officer or salesperson for any industrial tank business competing with the business of the Network, which is an information or mobile storage box rental business entertainment network which has as its primary business, marketing to colleges or universities (and military bases if Consultant assists the Network in its expansion) (the "Business") within any state or country geographical area in which the Company conducts Network engages or plans to engage in such business on businesses, which is in the date United States of Executive's termination of employment with America. Notwithstanding the Company (other than on behalf offoregoing, and at the direction of, the Company). Nothing nothing herein shall prohibit Executive Consultant, from being a passive owner of not more than 25% of the outstanding stock of any class of a corporation company which is publicly tradedtraded that competes with the Business, so long as Executive Consultant has no active participation in the management or the business of such corporationcompany.
(b) During the Noncompete Non-Compete Period, Executive Consultant shall not directly or indirectly, on behalf of any Person in the Business solicit, encourage, entice or induce (or attempt to do any of the foregoing) a customer of Network with whom Consultant had contact while providing services for the Network to cease doing business with Network.
(c) During the Consulting Period and for eighteen months thereafter, Consultant shall not directly or indirectly through another entity (i) knowingly solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company or any of its affiliates Network to leave the employ of the Company or such affiliateNetwork, or in any way interfere with the relationship between the Company or any of its affiliates Network and any employee thereof, or (ii) knowingly hire any person who was an employee of the Network at any time during the Consulting Period or (iii) knowingly induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates Network to cease doing business with the Company or such affiliateNetwork, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)Network.
Appears in 1 contract
Sources: Consulting Agreement (College Television Network Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Term and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Term or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained in this paragraph 7 are(?) reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations for the provisions hereof (without posting a bond or other security). In addition, in the event of any alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of Executive acknowledges and agrees that should Executive depart the Noncompete Payment Company and become engaged by a competitor within a one (as defined below1) to be paid to Executive hereunderyear period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive and its Subsidiaries he shall become intimately familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Period and for one (1) year period commencing on thereafter (the date of Executive's termination of employment “Noncompete Period”), he shall not, other than with the Company (prior written consent of the "Noncompete Period")Company, Executive shall not directly or indirectly own any interest in, or, in a business capacity, manage, control, participate in, consult with or with, render services for any industrial tank for, be employed by, or mobile storage box rental business in any state manner engage in, any business or country entity competing with the businesses of the Company or its Subsidiaries as such businesses exist or are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries engage in such business on or actively plan to engage in such businesses at the date time of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, ’s departure from the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For purposes of this Agreement, competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto.
(b) During In addition, during the Noncompete Period, Executive shall not not, other than with the prior written consent of the Company, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary during the 6-month period prior to the date of Executive’s employment termination or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary with whom Executive had any material contact while employed by the Company to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (includingSubsidiary. During and after the Employment Period, without limitationExecutive shall not directly or indirectly through another person or entity disparage, making criticize, defame, slander or otherwise make any negative statements or communications about regarding the Company or its affiliates)Subsidiaries or affiliates or their respective past and present investors, officers, directors or employees.
Appears in 1 contract
Sources: Employment Agreement (GT Solar International, Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment RSUs, the Participant agrees and covenants not to:
(i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as defined below) an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and same or similar business as the Company and its affiliates and that Executive's services have been and shall Related Entities, as such business may be expanded from time to time, for a period of special, unique and extraordinary value to Sprintank and/or two years following the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of ExecutiveParticipant's termination of employment employment, provided that nothing in this Section 7 shall prohibit the ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Company Nasdaq Stock Market;
(ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the "Noncompete Period"), Executive shall not directly or indirectly own termination of employment of any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which employee of the Company conducts such business on or its Related Entities for two years following the date of ExecutiveParticipant's termination of employment employment; or
(iii) Directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company (other than on behalf ofcurrent, and at the direction offormer, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee prospective customers of the Company or any of its affiliates Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such affiliate, or in any way interfere competitive with the relationship between those offered by the Company or any of its affiliates and Related Entities for a period of two years following the Participant's termination of employment.
(b) If the Participant breaches any employee thereof, or of the covenants set forth in Section 7(a):
(i) All unvested RSUs shall be immediately forfeited; and
(ii) induce the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or attempt to induce any customer, supplier, licensee, licensor, franchisee permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
(c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, then the Company or may choose to enforce any of its affiliates other non-compete and/or non-solicitation provision to cease doing business with which the Company or Participant is bound to the extent such affiliate, or provision provides greater restrictions than those provided in any way interfere with the relationship between any such customer, supplier, licensee or business relation Sections 7(a) and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)7(b) herein.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Altra Industrial Motion Corp.)
Non-Compete, Non-Solicitation. (a) a. In further consideration of the Noncompete Payment (as defined below) Company’s hiring of Executive and the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's her services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company Company, and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementtherefore, Executive agrees that, during the two-Employment Term and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "“Noncompete Period"”), Executive he shall not engage in Competition anywhere in California unless he first obtains the Company’s written consent (which may be given or withheld in the Company’s sole discretion).
b. For purposes of this Agreement, to engage in “Competition” shall mean to: (i) directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, operate or mobile storage box rental business in any state or country manner engage in any business in which the Company conducts such business on engages, or, to Executive’s knowledge at the date of Executive's termination of employment with the Company Employment Term, has plans to engage (other than on behalf ofincluding, and without limitation, if the Company, at the direction ofdate of termination of the Employment Term, is negotiating, or has entered into, an agreement for an acquisition, joint venture or other transaction or the Company). Nothing herein Chief Executive Officer has approved, on or prior to such date, any new line of business, new geographic area, pursuing any acquisition or other similar action) directly or through third parties marketed or sold at the date of termination of the Employment Term (provided that Executive shall prohibit Executive not be prohibited from being a passive owner of not more than 2owning up to 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
), or (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (iii) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company, or in any way actively interfere with the relationship between the Company and any employee thereof, or (iii) hire directly or through another entity any person who was employed by the Company at any time during the Noncompete Period, within twelve (12) months following the date of termination of such affiliateperson’s employment with the Company, or (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or other business relation and the Company or any of its affiliates thereof (including, without limitation, making by inducing or attempting to induce any negative statements such person or communications about entity to reduce the Company or its affiliatesamount of business it does with the Company).
Appears in 1 contract
Sources: Executive Employment Agreement (Chuma Holdings, Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar with, Sprintank's and with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-Employment Period and for one year period commencing on the date of Executive's termination of employment with the Company thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
Appears in 1 contract
Sources: Employment Agreement (Trans Leasing International Inc)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's her employment with the Company Executive she shall become familiar withfamiliar, Sprintank's and during her employment with the Company, she has become familiar, with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates predecessors and its Subsidiaries and that Executive's her services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive she shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state or country manner engage in which any business competing with the businesses of the Company conducts or its Subsidiaries (including, without limitation, payroll services or tax filing services), as such business businesses exist or are in process on the date of the termination of Executive's termination of employment with anywhere in the Company (other than on behalf of, and at the direction of, the Company)United States. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
(e) Executive agrees that termination of the Noncompete Period under the terms of this Agreement shall not serve to terminate the existence of any other non-competition or non-solicitation agreement that Executive has with the Company, including, without limitation, pursuant to the terms of the Recapitalization Agreement.
Appears in 1 contract
Sources: Employment Agreement (Advantage Payroll Services Inc)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year Employment Period, during any period commencing on the date of Executive's in which he is receiving payments pursuant to paragraph 4 or for which he has received a lump sum payment pursuant to this Agreement or any subsequent agreement, and for two years after such termination of employment with the Company (the "Noncompete Non-Compete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company (which business is an information or country entertainment network marketing to colleges and universities), within any geographical area in which the Company conducts engages or plans to engage in such business on businesses. Notwithstanding the date of Executive's termination of employment with the Company (other than on behalf offoregoing, and at the direction of, the Company). Nothing nothing herein shall prohibit Executive from (i) continuing his ownership, management and/or control of any business in which and to the extent which he held such interests and managed such interests prior to the Non-Compete Period, or (ii) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation company which is publicly traded, so long as Executive has no active participation in the management or the business of such corporationcompany.
(b) During the Noncompete PeriodEmployment Period and for eighteen months thereafter, Executive shall not directly or indirectly through another entity (i) solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) hire any person who was an employee of the Company at any time during the Employment Period or (iii) induce or attempt to induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates with whom he had contact to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)Company.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's his employment with Sprint Executive the Company and its Subsidiaries and Affiliates he shall become familiar with, and during his employment with the Company he has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and Affiliates and that Executive's his services have been and shall continue to be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeSubsidiaries and Affiliates, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreementand therefore, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for twelve months thereafter (the "“Noncompete Period"”), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, be employed in an executive, managerial or mobile storage box rental business administrative capacity by, or in any state manner engage in, any business or country entity competing with the businesses of the Company or its Subsidiaries and Affiliates as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company conducts or its Subsidiaries and Affiliates engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During In addition, during the Noncompete Period, Executive shall not directly or indirectly through another Person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary or Affiliate to leave the employ of the Company or such affiliateSubsidiary or Affiliate, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary or Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary or Affiliate at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee franchisee, distributor or other business relation of the Company or any of its affiliates Subsidiary or Affiliate to cease doing business with the Company or such affiliateSubsidiary or Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, distributor or business relation and the Company or any of its affiliates Subsidiary or Affiliate (including, without limitation, making any negative or disparaging statements or communications about regarding the Company or its affiliatesSubsidiaries and Affiliates).
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive Company, he shall become familiar with, Sprintank's and with the Company's Company Group’s trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates Group and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. ThereforeGroup; and, in order to induce the Company to consummate the transaction contemplated by the Purchase therefore, without limiting any other provision of this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Employment Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate inbe employed in an executive, consult with managerial or administrative capacity by, or otherwise render executive, managerial or administrative services for to, any industrial tank or mobile storage box rental business company engaged in any state business directly or country directly involving developing projects or licensing technology based on or competitive with a ▇▇▇▇▇▇▇▇-Tropsch process which competes with the businesses of the Company, within any geographical area in which the Company conducts engages in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of (x) not more than 21.0% of the outstanding stock of any class securities of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationcompany traded on a public securities exchange or (y) investments made through public mutual funds.
(b) During the Employment Period and for one year thereafter (the “Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce induce, solicit, encourage or attempt to induce induce, solicit or encourage any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, ; or (ii) induce use the Company’s confidential or proprietary information to induce, solicit or encourage or attempt to induce induce, solicit or encourage any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and of the Company or any of its affiliates (including, without limitation, making any negative or disparaging statements or communications about regarding the Company). The Company covenants that it will not, and it will advise members of senior management of the Company and the Board not to, make any negative or disparaging statements or communications regarding Executive.
(c) If, at the time of enforcement of this Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 8 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.
(d) Executive acknowledges that in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, the Company would suffer irreparable harm, and, in addition and supplementary to other rights and remedies existing in its affiliatesfavor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 8(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of The Executive acknowledges and agrees with the Noncompete Payment (as defined below) Company that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be paid irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in a similar business. The Executive hereunder, Executive further acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Company and its affiliates and that Executive's services have been and Noncompete Period, the Executive shall not, except as may be permitted by Section 1.2(c) of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own indirectly, either for himself or for any interest inother Person, managepermit his name to be used by or participate in any business or enterprise (including, controlwithout limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the Business in the Restricted Territory. For purposes of this Agreement, the term “participate in” shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of Executive's termination of employment with the Company otherwise, or rendering any direct or indirect service or assistance to any Person (other than on behalf ofwhether as a director, and at the direction ofofficer, the Companysupervisor, employee, agent, consultant or otherwise). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Nonsolicitation Period, the Executive shall will not directly or indirectly through another entity Person: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customerCustomer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business or reduce its level of business with the Company or any of its Subsidiaries; (ii) induce or attempt to induce any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries to terminate their employment or consultancy with the Company or any of its Subsidiaries; (iii) recruit, solicit or hire any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries (including during the three (3) months prior to and following the termination of employment of any such affiliate, employee or independent contractor with the Company or any of its Subsidiaries); or (iv) in any way intentionally interfere with the relationship between any such customerCustomer, supplier, licensee licensee, employee, independent contractor or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliates)Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive H▇▇▇▇▇ acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's during H▇▇▇▇▇’s employment with the Company Executive shall Company, H▇▇▇▇▇ has and will become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's Holder’s services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, and in further consideration of the Performance Stock Units to be granted to Holder hereunder, H▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to consummate enter into this Award Agreement and the transaction contemplated by the Purchase Agreement, Executive Company would not have entered into this Award Agreement but for H▇▇▇▇▇’s agreement to such covenants. Holder agrees that, during the two-year period commencing on the date hereof and ending on the two year anniversary of Executive's termination of employment with the Company H▇▇▇▇▇’s Termination (the "Noncompete “Restricted Period"”), Executive Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with with, contribute to or render services for any industrial tank (as an officer, director, employee or mobile storage box rental business in any state or country other regard), any Person that is in any business which competes with any business that the Company and/or its Affiliates conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and or has specific plans to conduct at the direction oftime of Holder’s Termination anywhere in the world; provided that, the Company). Nothing nothing herein shall prohibit Executive Holder from being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation.
(b) . During the Noncompete Restricted Period, Executive Holder shall not directly directly, or indirectly through another entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iiiv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with with, or materially and adversely change the terms of its business with, the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that H▇▇▇▇▇ has breached or threatened to breach any of its affiliates (includingthe covenants contained herein, without limitation, making or any negative statements restrictive covenant contained in an employment agreement or communications about other agreement between Holder and any of the Company or any of its affiliates).Affiliates, to the extent permitted by applicable law:
Appears in 1 contract
Sources: Performance Stock Unit Grant Agreement (Holley Inc.)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar withfamiliar, Sprintank's and he has become familiar, with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates predecessors and its Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not directly or indirectly own any interest in, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company or country its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company conducts or its Subsidiaries engage or plan to engage in such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company)businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (iI) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiary to leave the employ of the Company or such affiliateSubsidiary, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiary to cease doing business with the Company or such affiliateSubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates Subsidiary (including, without limitation, making any negative statements or communications about the Company or its affiliatesSubsidiaries).
Appears in 1 contract
Sources: Employment Agreement (Anthony Crane Holdings Capital Corp)
Non-Compete, Non-Solicitation. (a) In further consideration of the Noncompete Payment (as defined below) compensation to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive he shall become familiar withfamiliar, Sprintank's and during his prior employment with the Company he has become familiar, with the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Subsidiaries and that Executive's his services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesSubsidiaries. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company Employment Period and for two years thereafter (the "Noncompete Period"), Executive he shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as conducted by or as proposed to be conducted by the Company and its Subsidiaries during the Employment Period, including but not limited to the manufacture, design, marketing, distribution, licensing and sale of children's and teens' (i.e. ages 0-21) apparel or accessories. For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business in any state or country in which the Company conducts such business on the date include ownership of Executive's termination of employment with the Company (other less than on behalf of, and at the direction of, the Company). Nothing herein shall prohibit Executive from being a passive owner of not more than 25% of the outstanding stock of any class of a publicly-held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market, or the continued participation by the Executive on the Board of such corporationDirectors of any company on which he serves as of the date hereof.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates Subsidiaries to leave the employ of the Company or such affiliateSubsidiaries, or in any way interfere with the relationship between the Company or any of its affiliates Subsidiaries and any employee thereof, (ii) hire any person who was a salaried employee of the Company or any of its Subsidiaries at any time during the Employment Period (except for ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, but only in the event that ▇▇. ▇▇▇▇▇ or ▇▇. ▇▇▇▇, as applicable, have been terminated by the Company without Cause or for Good Reason, as defined in their respective Employment Agreements) or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business with the Company or such affiliate, Subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any of its affiliates Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its affiliatesSubsidiaries).
(c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 7 are reasonable.
(d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of The Executive acknowledges and agrees with the Noncompete Payment (as defined below) Company that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be paid irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in a similar business. The Executive hereunder, Executive further acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's ’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning Sprintank and Information. During the Company and its affiliates and Noncompete Period, he shall not, directly or indirectly, either for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that Executive's services have been and shall be engages or proposes to engage in the Business in the Restricted Territory. For purposes of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase this Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, term “participate in” shall include, consult with without limitation, having any direct or render services for any industrial tank or mobile storage box rental business indirect interest in any state Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or country in which the Company conducts such business on the date of Executive's termination of employment with the Company otherwise, or rendering any direct or indirect service or assistance to any Person (other than on behalf ofwhether as a director, and at the direction ofofficer, the Companysupervisor, employee, agent, consultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more than two percent (2% %) of the outstanding stock of any class of a publicly-held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market or from ownership of, and investments in, existing holdings of the Executive and select interests as described in Exhibit C attached hereto. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such corporationentity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
(b) During the Noncompete Nonsolicitation Period, the Executive shall will not directly or indirectly through another entity Person: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customerCustomer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Subsidiaries to cease doing business or reduce its level of business with the Company or any of its Subsidiaries; (ii) induce or attempt to induce any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries to terminate their employment or consultancy with the Company or any of its Subsidiaries; (iii) recruit, solicit or hire any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries (including during the three (3) months prior to and following the termination of employment of any such affiliate, employee or independent contractor with the Company or any of its Subsidiaries); or (iv) in any way intentionally or negligently interfere with the relationship between any such customerCustomer, supplier, licensee licensee, employee, independent contractor or business relation and the Company or any of its affiliates (Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company or any of its affiliates)Subsidiaries.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall pursuant to this Agreement he will become familiar with, Sprintank's and the Company's with trade secrets and with customer lists of and other Confidential Information confidential information concerning Sprintank and the Company and its subsidiaries and affiliates and predecessors thereof and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company.
(b) Executive agrees (i) that during the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Company or any of its subsidiaries or affiliates, and its affiliates. Therefore(ii) that for two years after the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, assist Reed-▇▇▇evier PLC or Chil▇▇▇ ▇▇▇pany (a division of Capital Cities/ABC, Inc.) or any subsidiary or affiliate of either of them, or any successor or assign of any of them, in order engaging or being engaged in the business activity of publishing a magazine or electronic media product that directly competes with any magazine or electronic media product then being published by, conducting a trade show that directly competes with any trade show then being conducted by, or creating or disseminating any other product that competes directly with any product then being created or disseminated by, the Company or any of its subsidiaries or affiliates.
(c) Executive further agrees that during the Employment Period and for two years thereafter he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year period commencing on the date of Executive's termination of employment with the Company quit or abandon his employ.
(the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with or render services for any industrial tank or mobile storage box rental business d) Nothing in any state or country in which the Company conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and at the direction of, the Company). Nothing herein this paragraph 8 shall prohibit Executive from being being: (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(be) During If, at the Noncompete Periodtime of enforcement of this paragraph, Executive a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall not directly be substituted for the stated period, scope or indirectly through another entity (i) induce or attempt area and that the court shall be allowed to induce any employee of revise the Company or any of its affiliates restrictions contained herein to leave cover the employ of the Company or such affiliatemaximum period, or in any way interfere with the relationship between the Company or any of its affiliates scope and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)area permitted by law.
Appears in 1 contract
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive ▇▇▇▇▇▇ acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's during ▇▇▇▇▇▇’s employment with the Company Executive shall Company, ▇▇▇▇▇▇ has and will become familiar with, Sprintank's and with the Company's ’s trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates Affiliates and that Executive's Holder’s services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesAffiliates. Therefore, and in further consideration of the Performance Stock Units to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to consummate enter into this Award Agreement and the transaction contemplated by the Purchase Agreement, Executive Company would not have entered into this Award Agreement but for ▇▇▇▇▇▇’s agreement to such covenants. Holder agrees that, during the two-year period commencing on the date hereof and ending on the two year anniversary of Executive's termination of employment with the Company ▇▇▇▇▇▇’s Termination (the "Noncompete “Restricted Period"”), Executive Holder shall not directly or indirectly own any interest in, manage, control, engage in, participate in, consult with with, contribute to or render services for any industrial tank (as an officer, director, employee or mobile storage box rental business in any state or country other regard), any Person that is in any business which competes with any business that the Company and/or its Affiliates conducts such business on the date of Executive's termination of employment with the Company (other than on behalf of, and or has specific plans to conduct at the direction oftime of Holder’s Termination anywhere in the world; provided that, the Company). Nothing nothing herein shall prohibit Executive Holder from being a passive owner of not more less than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Holder has no active participation in the business of such corporation.
(b) . During the Noncompete Restricted Period, Executive Holder shall not directly directly, or indirectly through another entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company or any of its affiliates Affiliate to leave the employ of the Company or such affiliateAffiliate, or in any way interfere with the relationship between the Company or any of its affiliates Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iiiv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates Affiliate to cease doing business with with, or materially and adversely change the terms of its business with, the Company or such affiliateAffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee licensee, licensor, franchisee or business relation and the Company or any Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or threatened to breach any of its affiliates (includingthe covenants contained herein, without limitation, making or any negative statements restrictive covenant contained in an employment agreement or communications about other agreement between Holder and any of the Company or any of its affiliatesAffiliates, to the extent permitted by applicable law:
(a) any unvested or vested but unsettled Performance Stock Units shall be immediately forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Award Agreement or the Plan, and Holder shall deliver to the Company (or take all steps necessary to effectuate the delivery of), no later than five (5) days following such determination, any shares of Stock issued upon the settlement of Holder’s Performance Stock Units and any proceeds resulting from the sale or other disposition (including to the Company) of shares of Stock issued upon settlement of Holder’s Performance Stock Units; and
(b) Holder hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Each of the Company’s Affiliates not party to this Award Agreement is intended to be third-party beneficiaries of the provisions of the restrictive covenants set forth herein, and such provisions may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to each such entity hereunder. It is expressly understood and agreed that, if a final judicial determination is made by a court having jurisdiction (without regard to any ability to appeal or whether an appeal is in fact taken, during the pendency of that appeal) that the time or territory restrictions or any other provision herein related to the restrictive covenants is an unreasonable or otherwise unenforceable restriction against Holder, the provisions herein related to the restrictive covenants shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. ▇▇▇▇▇▇ acknowledges and agrees that the provisions herein related to the restrictive covenants shall continue to apply following Holder’s Termination, regardless of the reason for such Termination.
Appears in 1 contract
Sources: Performance Stock Unit Grant Agreement (Holley Inc.)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's employment with the Company Executive shall become familiar with, Sprintank's and the Company's trade secrets and with other Confidential Information concerning Sprintank and the Company and its affiliates and that Executive's services have been and shall be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year For a period commencing on the Effective Date hereof and ending one (1) year after the date of Executive's termination of employment with Executive ceases to be employed by the Company (the "Noncompete “Non-Competition Period"”):
(A) Executive will not, directly or indirectly, at any time during the Non-Competition Period, without the prior written consent of the Company, in any manner whatsoever, whether individually or as an employee, officer, principal, partner, joint venturer, shareholder, member, manager, director, agent or representative of, or lender, consultant or independent contractor to, or jointly or in conjunction with, any person or entity, or in any other capacity, other than on behalf of or for the benefit of the Company:
(i) anywhere within the United States and its external possessions, or Canada, engage or participate in a business which is competitive with, directly or indirectly, the business of the Company (the “Business”), Executive and shall not directly or indirectly own make any interest investments in, manageor loans to, controlany such competitive entity, participate inexcept that the foregoing shall not restrict Executive from acquiring up to five percent (5%) of the outstanding voting stock of any entity whose securities are listed on a nationally recognized stock exchange. Notwithstanding the foregoing, consult with or render services for any industrial tank or mobile storage box rental business this Section 7(A)(i) shall not be deemed violated solely by virtue of the Executive’s ownership interest in any state or country Mirror Pharmaceuticals LLC (“Mirror”), provided that: (i) the Executive’s ownership interest in which Mirror never exceeds the Company conducts such business percentage interest existing on the date hereof (and, for avoidance of Executive's termination doubt, shall never be a Controlling interest), (ii) the Executive is never actively engaged in the day-to-day operations of employment Mirror, and (iii) Mirror is never engaged in any business other than the (x) development (y) manufacture or (z) distribution of self-manufactured finished dosage form products;
(ii) cause or seek to persuade any Business Associate to discontinue or materially modify its relationship with the Company or cause or seek to persuade any prospective Business Associate to determine not to enter into a business relationship, or to materially modify its contemplated business relationship, with the Company. For purposes of this section, (a) the term “Business Associate” shall mean a customer, client, or supplier who has done business with the Company within two (2) years preceding the date of this Agreement and (b) the term “prospective Business Associate” shall mean a Business Associate who was solicited to become a Business Associate by the Company (other than on behalf of, and at solely through a mass mailing or similar communication) during the direction of, two (2) years preceding the Company). Nothing herein shall prohibit Executive from being a passive owner date of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates).this Agreement;
Appears in 1 contract
Sources: Employment Agreement (Aceto Corp)
Non-Compete, Non-Solicitation. (a) In consideration of the Noncompete Payment (as defined below) to be paid to Executive hereunder, Executive acknowledges that in the course of Executive's employment with Sprint Executive has become familiar with, and in the course of Executive's his employment with the Company Executive shall he will become familiar with, Sprintank's and with the Company's trade secrets and with other Confidential Information confidential information concerning Sprintank and the Company and its affiliates and that Executive's his services have been and shall will be of special, unique and extraordinary value to Sprintank and/or the Company and its affiliatesCompany. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, Executive agrees that, during the two-year Employment Period, during any period commencing on the date of in which he is receiving payments pursuant to paragraph 4 or for which he has received a lump sum payment pursuant to this Agreement or any subsequent agreement, and, if terminated for Cause or by Executive's resignation before the Expiration Date, for two years after such termination of employment with the Company (the "Noncompete Non-Compete Period"), Executive he shall not directly or indirectly own any interest inown, manage, control, participate in, consult with or with, render services for any industrial tank for, or mobile storage box rental business in any state manner engage in any business competing with the businesses of the Company (which business is an information or country entertainment network marketing to colleges and universities), within any geographical area in which the Company conducts engages or plans to engage in such business on businesses. Notwithstanding the date of Executive's termination of employment with the Company (other than on behalf offoregoing, and at the direction of, the Company). Nothing nothing herein shall prohibit Executive from (i) continuing his ownership, management and/or control of any business in which and to the extent which he held such interests and managed such interests prior to the Non-Compete Period, or (ii) being a passive owner of not more than 25% of the outstanding stock of any class of a corporation company which is publicly traded, so long as Executive has no active participation in the management or the business of such corporationcompany.
(b) During the Noncompete PeriodEmployment Period and for eighteen months thereafter, Executive shall not directly or indirectly through another entity (i) solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliateCompany, or in any way interfere with the relationship between the Company or any of its affiliates and any employee thereof, or (ii) hire any person who was an employee of the Company at any time during the Employment Period or (iii) induce or attempt to induce or attempt to induce any customer, supplier, licensee, licensor, franchisee licensee or other business relation of the Company or any of its affiliates with whom he had contact to cease doing business with the Company or such affiliateCompany, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates)Company.
Appears in 1 contract
Sources: Employment Agreement (College Television Network Inc)