Common use of Optionee Covenants Clause in Contracts

Optionee Covenants. 11.1 In consideration of the acquisition of Shares hereunder, the Optionee agrees that the Optionee will not, during the Optionee’s employment with the Company or any of its subsidiaries or any entity that becomes a parent of the Company following the date hereof (a “Future Parent”) and for one year thereafter (the “Non-Competition Term”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including but not limited to holding any position as a shareholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall ownership of less than 1% of the outstanding equity securities of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 11. For purposes of this Agreement, the term “Restricted Enterprise” shall mean any person, corporation, partnership or other entity that is engaged, directly or indirectly, in (a) the design, manufacture, installation, servicing, consultation and other professional services and applications of Turret Systems (as defined below); (b) the design and implementation of the in-building cabling and infrastructure necessary for customers do business; (c) the design, provisioning, installation or servicing of telecommunications services for trading floors; or (d) managed services in connection with trading organizations as provided by the Employer during the Employee’s employment with the Employer, in each case in the United States or in any other geographic location where the Employer or any of its affiliates do business. For purposes of this Agreement, the term “Turret Systems” shall mean telecommunications equipment and software to enable communications (including voice, video and data) primarily among traders, counterparties and associated support personnel. Following termination of the Optionee’s employment with all member of the Company Group, upon request of the Company, the Optionee shall notify the Company of the Optionee’s then current employment status. Notwithstanding anything to the contrary contained herein, in the event of the involuntary termination of the Optionee’s employment with the Company and its subsidiaries for any reason other than Cause, the Non-Competition Term shall end upon the earlier of (i) one year from the date of such termination and (ii) the date on which the cash severance benefits to which the Optionee is eligible, as determined by the Company, whether or not such benefits are accepted by the Optionee, would cease to be paid if accepted; provided, however, that in the event the Optionee is not eligible for any cash severance benefits, the Non-Competition Term shall terminate on the date of the Optionee’s termination of employment. For purposes of the immediately preceding sentence, any severance payable in a lump sum shall be deemed paid over a number of weeks equal to the quotient of the amount of such lump-sum severance payment divided by the Optionee’s weekly salary.

Optionee Covenants. 11.1 In consideration of the acquisition of Shares hereunder, the Optionee agrees that the Optionee will not, during the Optionee’s employment with the Company or any of its subsidiaries or any entity that becomes a parent of the Company following the date hereof (a “Future Parent”) and for one year thereafter (the “Non-Competition Term”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including but not limited to holding any position as a shareholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall ownership of less than 1% of the outstanding equity securities of any issuer whose securities are registered under the Exchange Act, standing alone, be prohibited by this Section 11. For purposes of this Agreement, the term “Restricted Enterprise” shall mean any person, corporation, partnership or other entity that is engaged, directly or indirectly, in (a) the design, manufacture, installation, servicing, consultation and other professional services and applications of Turret Systems (as defined below); (b) the design and implementation of the in-—building cabling and infrastructure necessary for customers do business; (c) the design, provisioning, installation or servicing of telecommunications services for trading floors; or (d) managed services in connection with trading organizations as provided by the Employer during the Employee’s employment with the Employer, in each case in the United States or in any other geographic location where the Employer or any of its affiliates do business. For purposes of this Agreement, the term “Turret Systems” shall mean telecommunications equipment and software to enable communications (including voice, video and data) primarily among traders, counterparties and associated support personnel. Following termination of the Optionee’s employment with all member of the Company Group, upon request of the Company, the Optionee shall notify the Company of the Optionee’s then current employment status. Notwithstanding anything to the contrary contained herein, in the event of the involuntary termination of the Optionee’s employment with the Company and its subsidiaries for any reason other than Cause, the Non-Competition Term shall end upon the earlier of (i) one year from the date of such termination and (ii) the date on which the cash severance benefits to which the Optionee is eligible, as determined by the Company, whether or not such benefits are accepted by the Optionee, would cease to be paid if accepted; provided, however, that in the event the Optionee is not eligible for any cash severance benefits, the Non-Competition Term shall terminate on the date of the Optionee’s termination of employment. For purposes of the immediately preceding sentence, any severance payable in a lump sum shall be deemed paid over a number of weeks equal to the quotient of the amount of such lump-sum severance payment divided by the Optionee’s weekly salary.