Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in order to protect the Confidential and Proprietary Information, trade secrets, business and customer connections and workforce stability of the Employer and any Group Company, during his/her employment with the Employer, and during the Restricted Period, he/she shall not without the Employer’s consent, whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly: 5B.1.1. In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services; 5B.1.2. Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business is, or seeks to be at that time or in the future, in competition with the Employer and/or any Group Company. 5B.1.3. (i) Become employed by: or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services to, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted Area, if the business: (a) is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or (b) is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period. For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area. 5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer or any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period. For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 6B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 6B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 6B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
6B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 6B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) 6B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.46B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 5 or 6B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
6B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the restrictions and provisions in this Paragraph 6B (or such of them as may be appropriate in the circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of its legitimate business interests.
6B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 6B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any such documents as may be required to effectuate said benefit.
6B.5 Each of the restrictions contained in this Paragraph 6B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of brevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
6B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
6B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person. Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan 6B.8 Mindful of the obligations set forth in Paragraphs 5, 6A and 6B, upon termination of his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. The foregoing Non-Competition restriction is subject to following provisions replace Paragraph 9 of the exception that Grantee may hold, for investment purposes only, an interest of up to 5% Agreement in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.its entirety:
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer or any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 5B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) 5B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). The foregoing Non-Competition restriction For the avoidance of doubt, if the Grantee is subject party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 4 or 5B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
5B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the exception that Grantee restrictions and provisions in this Paragraph 5B (or such of them as may hold, for investment purposes only, an interest of up to 5% in nominal value or be appropriate in the case circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of Securities its legitimate business interests.
5B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 5B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not having limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any nominal value such documents as may be required to effectuate said benefit.
5B.5 Each of the restrictions contained in number this Paragraph 5B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or class definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of Securitiesbrevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
5B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
5B.8 Mindful of the obligations set forth in any class Paragraphs 4, 5A and 5B, upon termination of Securities his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the Company.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (WEX Inc.)
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, any group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) or 5B1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). The foregoing Non-Competition restriction For the avoidance of doubt, if the Grantee is subject party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 4 or 5B of Form of WEX Inc. Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
5B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the exception that Grantee restrictions and provisions in this Paragraph 5B (or such of them as may hold, for investment purposes only, an interest of up to 5% in nominal value or be appropriate in the case circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of Securities its legitimate business interests.
5B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 5B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not having limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any nominal value such documents as may be required to effectuate said benefit.
5B.5 Each of the restrictions contained in number this Paragraph 5B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or class definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of Securitiesbrevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
5B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
5B.8 Mindful of the obligations set forth in any class Paragraphs 4, 5A and 5B, upon termination of Securities his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the Company.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 6B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer or any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 6B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 6B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
6B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period. For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in order to protect the Confidential and Proprietary Information, trade secrets, business and customer connections and workforce stability of the Employer and any Group Company, during his/her employment with the Employer, and during the Restricted Period, he/she shall not without the Employer’s consent, whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:: 5B.
5B.1.11.1. In in competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;; 5B.
5B.1.21.2. Solicit solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business is, or seeks to be at that time or in the future, in competition with the Employer and/or any Group Company.
. 5B.1.3. (i) Become be employed by: or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services to, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted Area, if the business:
if: (a) the business: is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) or is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period. For the purposes of this Paragraph 5, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.or
Appears in 1 contract
Sources: Grant Performance Based Restricted Stock Unit Award Agreement (WEX Inc.)
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.15B.1. In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.25B.2. Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.3. Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.4. The foregoing NonEmployer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, Performance-Competition restriction is subject Based Restricted Stock Unit Award Agreement. or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraphs 4 or 5B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
5B.5. Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the exception that Grantee restrictions and provisions in this Paragraph 5B (or such of them as may hold, for investment purposes only, an interest of up to 5% in nominal value or be appropriate in the case circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of Securities its legitimate business interests.
5B.6. If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 5B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not having limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any nominal value such documents as may be required to effectuate said benefit.
5B.7. Each of the restrictions contained in number this Paragraph 5B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or class definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of Securitiesbrevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.8. The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
5B.9. Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
5B.10. Mindful of the obligations set forth in any class Paragraphs 4, 5A and 5B, upon termination of Securities his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, Performance-Based Restricted Stock Unit Award Agreement.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (WEX Inc.)
Non-Solicitation and Non-Competition. 5B.12.1. The Grantee agrees that, in In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer Company and any Group Company, You agree that during his/her Your employment with the Employer, Company and during the Restricted Period, he/she shall not without the EmployerCompany’s consent, You shall not whether on his/her Your own behalf or in conjunction with any person, firm, company, business entity or other organisation whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:: 2.
5B.1.11.1. In competition with the Employer Company and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer Company or any Group Company in respect of Restricted Goods or Restricted Services;; 2.
5B.1.21.2. Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer Company or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices; 2.
1.3. Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) : a. is in competition with the Employer Company and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) or b. is intending to compete with the Employer Company and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period,
2.2. The Company has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the purposes avoidance of doubt, if You are party to any other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Company, (c) solicitation or hire of employees of the Company, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and You shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Schedule 1 of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to the restrictions in this Agreement. If after the date of this Agreement you subsequently agree to enter into an agreement containing restrictive covenants (“Subsequent Restrictions”), to the extent that the restrictions contained in Schedule 1 of this Agreement conflict in any way with any Subsequent Restrictions, such conflict shall be resolved by giving effect to the Subsequent Restrictions.
2.3. You hereby agree that You will at the request and cost of the Company enter into a direct agreement or undertaking with any Group Company whereby You will accept restrictions and provisions corresponding to the restrictions and provisions in this Schedule 1 (or such of them as may be appropriate in the circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of its legitimate business interests.
2.4. If Your employment transfers by operation of law to a third party (the “Transferee”), this Schedule 1 shall with effect from that transfer of employment apply to You as if references to the Company included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Company and any Group Company including but not limited to “Customer”, “Prospective Customer” and “Critical Employee”, applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. You agree to execute any such documents as may be required to effectuate said benefit.
2.5. Each of the restrictions contained in this Paragraph 52, acts done by each definition set out in Paragraph 1, each limb of such definition and each operative word within each sub-paragraph or definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the Grantee outside sake of brevity, and You agree not to advance any argument to the Restricted Area contrary. In the event that any of the restrictions shall nonetheless be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be done repeated each time it is used.
2.6. You agree to provide a copy of this Agreement to any employer or other person to whom or with whom You are intending to provide services within the Restricted Area where their primary purpose is Period before entering into any contractually binding agreement to distributeperform such services.
2.7. Immediately after agreeing to provide services to any person during the Restricted Period, sellYou will notify the Company of the identity of that person.
2.8. Upon termination of Your employment, supply or otherwise deal with goods and/or services which are You shall promptly sign and deliver the same as or similar Certificate of Compliance Post Termination in a form reasonably satisfactory to the Restricted Goods or Restricted Services in the Restricted AreaCompany.
5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.
Appears in 1 contract
Sources: Employment Contract (WEX Inc.)
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, Performance-Based Restricted Stock Unit Award Agreement. business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 5B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) 5B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 4 or 5B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement. ActiveUS 180190900v.5 Form of WEX Inc. 2020 Special Business Continuity and Outperformance Grant, Performance-Based Restricted Stock Unit Award Agreement.
5B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the restrictions and provisions in this Paragraph 5B (or such of them as may be appropriate in the circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of its legitimate business interests.
5B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 5B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any such documents as may be required to effectuate said benefit.
5B.5 Each of the restrictions contained in this Paragraph 5B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of brevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
5B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
5B.8 Mindful of the obligations set forth in Paragraphs 4, 5A and 5B, upon termination of his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. The foregoing Non-Competition restriction is subject to following provisions replace Paragraph 9 of the exception that Grantee may hold, for investment purposes only, an interest of up to 5% Agreement in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.its entirety:
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (WEX Inc.)
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in order to protect the Confidential and Proprietary Information, trade secrets, business and customer connections and workforce stability of the Employer and any Group Company, during his/her employment with the Employer, and during the Restricted Period, he/she shall not without the Employer’s consent, whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. In in competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. Solicit solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business is, or seeks to be at that time or in the future, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become be employed by: or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services to, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted Area, if the businessif:
(a) the business: • is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) or • is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period. For , or (b) it is likely to result in the purposes intentional or unintentional disclosure or use of this Paragraph 5, acts done Confidential Information by the Grantee outside in order for the Restricted Area shall nonetheless be deemed Grantee to be done within properly discharge his/her duties or to further the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services Grantee’s interest in the Restricted Areathat business.
5B.1.4. The foregoing Non-Competition restriction is subject to the exception that Grantee may hold, for investment purposes only, an interest of up to 5% in nominal value or in the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the EmployerEmployer or any Group Company, during any period between Retirement and the final Vesting Date (if applicable) and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) or 5B1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.2 Subject to the reporting of possible violations of the securities laws to the Dutch supervisory authority, the Financial Services and Markets Authority (FSMA), and except in the proper course of the Grantee’s duties to the Company in the ordinary course of business or as otherwise explicitly directed in writing by an officer of the Company, directly or through others, the Grantee agrees to keep confidential and not: (a) provide any confidential information, including any information derived from the Grantee’s experience with the Company, to (i) any competitor of the Company, (ii) any person the Grantee knows or has reason to believe may be an investor or prospective investor in the Company, (iii) a member of the media, (iv) any prospective acquirer of the Company, (v) any litigant or potential litigant against the Company, (vi) any other person seeking information regarding the Company (including, without limitation, information with respect to its business, executives, directors, balance sheet, history, prospects or opportunities) or seeking to change or influence the control of the Company, or (vii) any person acting on behalf of any of the foregoing (any such person described in clauses (i) to (vii), a “Potential Adverse Party”); (b) make, publicly or privately, any statements that disparage, or could otherwise cause harm to, the business or reputation of the Company and/or any current or former officer, director or employee of the Company; (c) join a “group” or become a “participant” in a solicitation with respect to the Company (other than a solicitation by the Board of Directors), as those terms are defined in applicable securities laws; and (d) aid, encourage, advise or otherwise provide assistance to any Potential Adverse Party in (i) asserting, prosecuting or defending any claim, action or proceeding against the Company, (ii) undertaking a proxy contest, withhold campaign or other shareholder activism campaign or proxy solicitation against the Company, (iii) proposing to acquire the Company or any of its assets or subsidiaries or (iv) making any other demands of the Company. If the Grantee is contacted by any Potential Adverse Party, the Grantee shall promptly provide written notice thereof to the Company’s Chief Legal Officer (the “CLO”), and shall not discuss the Company with any such Potential Adverse Party without prior written approval from the CLO. For the avoidance of doubt, the Restricted Period will not apply to this Sub-paragraph 5B.2, it being understood that the Grantee’s obligations will continue in perpetuity.
5B.3 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 4 or Sub-paragraph 5B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
5B.4 The Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the restrictions and provisions in this Sub-paragraph 5B (or such of them as may be appropriate in the circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of its legitimate business interests.
5B.5 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Sub-paragraph 5B shall with effect from that transfer of employment apply to the Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. The foregoing NonGrantee agrees to execute any such documents as may be required to effectuate said benefit.
5B.6 Each of the restrictions contained in this Sub-Competition restriction paragraph 5B, each definition set out in Sub-paragraph 5A, each limb of such definition and each operative word within each Sub-paragraph or definition is subject intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of brevity, and the Grantee agrees not to advance any argument to the exception contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.7 The Grantee agrees, during any period between Retirement and the final Vesting Date (if applicable) and during the Restrictive Period, to disclose to the Company, in writing, any person or entity with whom the Grantee becomes employed, contracted to, or otherwise affiliated, the Grantee’s date of hire or engagement, the Grantee’s job title, and a complete description of the Grantee’s duties. The Grantee agrees to make such disclosure to the Company no later than the date on which the Grantee accepts or otherwise agrees to become employed by, contracted to, or otherwise affiliated with such person or entity.
5B.8 While the Grantee is employed with the Company, during any period between Retirement and the final Vesting Date (if applicable) and during the Restricted Period, the Grantee will provide any person or entity that the Grantee seeks an offer of employment or other engagement or retention from notice of the existence of this Agreement and the terms of Paragraphs 4 and 5 before requesting or accepting such an offer. If the Grantee fails to provide such notice, the Grantee understands that the Grantee may holdbe held liable for any consequential damages resulting from such failure. The Grantee agrees that the Company may send a copy of this Agreement to, for investment purposes onlyor otherwise make the provisions of Paragraphs 4 or 5 of this Agreement known to, an interest any of up the Grantee’s potential and future employers or other entity considering engaging the Grantee or which has engaged or employed the Grantee. The Grantee agrees not to 5% assert any claim that such conduct by the Company is legally actionable interference or otherwise impermissible regardless of whether or not the provisions of Paragraphs 4 or 5 are later found to be enforceable in nominal value whole or in part.
5B.9 Mindful of the case obligations set forth in Paragraph 4, Sub-paragraph 5A and Sub-paragraph 5B, upon termination of Securities not having any nominal value in number or class his/her employment, the Grantee shall promptly sign and deliver the Certificate of Securities, in any class of Securities Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the Company.
Appears in 1 contract
Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 6B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 6B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 6B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
6B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 6B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) 6B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.46B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). For the avoidance of doubt, if the Grantee is party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 5 or 6B of this Agreement conflict in any way with any Existing Form of WEX Inc. Nonqualified Stock Option Agreement under the WEX Inc. 2019 Equity and Incentive Plan Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
6B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the restrictions and provisions in this Paragraph 6B (or such of them as may be appropriate in the circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of its legitimate business interests.
6B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 6B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any such documents as may be required to effectuate said benefit.
6B.5 Each of the restrictions contained in this Paragraph 6B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of brevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
6B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
6B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
6B.8 Mindful of the obligations set forth in Paragraphs 5, 6A and 6B, upon termination of his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a form reasonably satisfactory to the Company. The foregoing Non-Competition restriction is subject to following provisions replace Paragraph 9 of the exception that Grantee may hold, for investment purposes only, an interest Agreement in its entirety: Form of up to 5% in nominal value or in WEX Inc. Nonqualified Stock Option Agreement under the case of Securities not having any nominal value in number or class of Securities, in any class of Securities in a company which is quoted on any Recognised Investment Exchange.WEX Inc. 2019 Equity and Incentive Plan
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Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 6B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer or any Group Company and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 6B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 6B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
6B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 6B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; or
(b) 6B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.46B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). The foregoing Non-Competition restriction For the avoidance of doubt, if the Grantee is subject party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 5 or 6B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
6B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the exception that Grantee restrictions and provisions in this Paragraph 6B (or such of them as may hold, for investment purposes only, an interest of up to 5% in nominal value or be appropriate in the case circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of Securities its legitimate business interests.
6B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 6B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not having limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any nominal value such documents as may be required to effectuate said benefit.
6B.5 Each of the restrictions contained in number this Paragraph 6B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or class definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of Securitiesbrevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
6B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
6B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
6B.8 Mindful of the obligations set forth in any class Paragraphs 5, 6A and 6B, upon termination of Securities his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the Company.
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Non-Solicitation and Non-Competition. 5B.1. The Grantee agrees that, in 5B.1 In order to protect the Confidential and Proprietary Information, trade secrets, business and business/customer connections and workforce stability of the Employer and any Group Company, the Grantee agrees that during his/her employment with the Employer, Employer and during the Restricted Period, he/she shall not without the Employer’s consent, he/she shall not whether on his/her own behalf or in conjunction with any person, firm, company, business entity or other organisation organization whatsoever, (and whether as an employee, employer, consultant, agent, principal, partner, stockholder, lender, investor, partner corporate officer, board member, director, or in any other individual or representative capacity whatsoever), directly or indirectly:
5B.1.1. 5B.1.1 In competition with the Employer and/or any Group Company, contact, call on, provide advice to, solicit, take away, or divert, and/or influence or attempt to influence any Customer or Prospective Customer of the Employer or any Group Company in respect of Restricted Goods or Restricted Services;
5B.1.2. 5B.1.2 Solicit or induce, either directly or indirectly, any Critical Employee to leave the employ of the Employer or any Group Company; or hire or employ, or assist in the hire or employment of, either directly or indirectly, any Critical Employee in the business of researching into, developing or otherwise dealing with goods or services which are the same as or similar to Restricted Goods or Restricted Services if that business isServices;
5B.1.3 Within the Restricted Area become employed by, render services to or directly or indirectly (whether for compensation or otherwise), manage, operate, or seeks to be at that time control, or join or participate in the futuremanagement, in competition with the Employer and/or any Group Company.
5B.1.3. (i) Become employed by: operation or (ii) be engaged in; or (iii) be materially interested in; or (iv) render services tocontrol of, any business which provides or supplies Restricted Goods or Restricted Services within the Restricted AreaArea (or is intending to do so within the Restricted Period), if the business:
(a) 5B.1.3.1 is in competition with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services; oror Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan
(b) 5B.1.3.2 is intending to compete with the Employer and/or any Group Company with respect to Restricted Goods or Restricted Services within the Restricted Period, save that this shall not prohibit the Grantee from acting in any capacity where there is no risk of conscious or subconscious direct or indirect transmission or use of Confidential and Proprietary Information. For the purposes of this Paragraph 5restriction, acts done by the Grantee outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with goods and/or services which are the same as or similar to the Restricted Goods or Restricted Services in the Restricted Area.
5B.1.45B.2 The Employer has previously entered into agreements with certain executives and employees that contain restrictive covenants (“Restrictions”). The foregoing Non-Competition restriction For the avoidance of doubt, if the Grantee is subject party to an employment or other agreement containing Restrictions on (a) confidentiality, (b) solicitation of customers, clients, and/or patrons or prospective customers, clients and/or patrons of the Employer, (c) solicitation or hire of employees of the Employer, and/or (d) competition (collectively, “Existing Restrictions”), any such Existing Restrictions will remain in effect and the Grantee shall remain bound by such Existing Restrictions. To the extent the restrictions contained in Paragraph 4 or 5B of this Agreement conflict in any way with any Existing Restriction(s), such conflict shall be resolved by giving effect to restrictions in this Agreement.
5B.3 Grantee hereby agrees that he/she will at the request and cost of the Employer enter into a direct agreement or undertaking with any Group Company whereby he/she will accept restrictions and provisions corresponding to the exception that Grantee restrictions and provisions in this Paragraph 5B (or such of them as may hold, for investment purposes only, an interest of up to 5% in nominal value or be appropriate in the case circumstances) in relation to such activities and such area and for such a period as such Group Company may reasonably require for the protection of Securities its legitimate business interests.
5B.4 If the Grantee’s employment transfers by operation of law to a third party (the “Transferee”), this Paragraph 5B shall with effect from that transfer of employment apply to Grantee as if references to the Employer included the Transferee and references to any Group Company were construed accordingly, and as if the references to defined terms in respect of the Employer and any Group Company including but not having limited to "Customer", "Prospective Customer" and "Critical Employee", applied to the customers, prospective customers and critical employees of the Transferee and their respective Group Companies. Grantee agrees to execute any nominal value such documents as may be required to effectuate said benefit.
5B.5 Each of the restrictions contained in number this Paragraph 5B, each definition set out in ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ of such definition and each operative word within each sub-paragraph or class definition is intended to be an entirely separate, severable and independent restriction, notwithstanding that they are combined together for the sake of Securitiesbrevity, and the Grantee agrees not to advance any argument to the contrary. In the event that any of the restrictions shall be held to be void or ineffective but would be valid and effective if some part of the wording thereof were deleted such restriction Form of WEX Inc. Performance-Based Restricted Stock Unit Agreement under the WEX Inc. 2019 Equity and Incentive Plan shall apply with such modification as may be necessary to make it valid and effective. If such a deletion applies to a definition, such deletion shall not apply to any other restriction, so that each definition is deemed to be repeated each time it is used.
5B.6 The Grantee warrants that s/he will provide a copy of this Agreement to any employer or other person to whom or with whom the Grantee is intending to provide services within the Restricted Period, and that the Grantee will do so before entering into any contractually binding agreement to perform such services.
5B.7 Immediately after agreeing to provide services to any person during the Restricted Period, the Grantee will notify the Employer of the identity of that person.
5B.8 Mindful of the obligations set forth in any class Paragraphs 4, 5A and 5B, upon termination of Securities his/her employment, the Grantee shall promptly sign and deliver the Certificate of Compliance Post Termination in a company which is quoted on any Recognised Investment Exchangeform reasonably satisfactory to the Company.
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Sources: Performance Based Restricted Stock Unit Agreement (WEX Inc.)