Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"): (i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment; (ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge. (b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions. (d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 6 contracts
Sources: Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc)
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself herself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association; or (ii) engaging in the practice of law.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his her actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 3 contracts
Sources: Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc)
Restriction on Competition. (a) During The Executive agrees that if the Term and for such period after Executive were to become employed by, or substantially involved in, the Term that Employee continues to be employed by business of a competitor of the Company and/or or any other entity owned by of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or affiliated use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Company on an "at will" basis and, thereafter, Period of Employment and for a period of time after the Severance Date equal to the longer of (x) one yearSeverance Period, the Executive will not directly or (y) indirectly through any other Person engage in, enter the period during which Employee is receiving employ of, render any severance pay services to, have any ownership interest in, nor participate in the financing, operation, management or other compensation from the Company in accordance with the terms control of, any Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent “Competing Business” means a Person anywhere in the continental United States or more of elsewhere in the stock of which is owned or controlled, directly or indirectly, by world where the Company or any subsidiary of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systems. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the Companyoutstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.
Appears in 2 contracts
Sources: Employment Agreement (Delcath Systems Inc), Employment Agreement (Delcath Systems Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USFloral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentor USFloral, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USFloral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USFloral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USFloral within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USFloral within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USFloral was either called upon by the Company or USFloral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USFloral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities associationassociation (ii) engaging in any activity to which USFloral shall have provided its prior written consent, or (iii) maintaining his directorship in the Meadow Flower, ▇.▇. ▇▇▇▇ farm, located in Ecuador.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USFloral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USFloral, Employee shall not be chargeable with a violation of this Section 7 if the Company or USFloral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USFloral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSFloral" shall mean Workflow ManagementUSA Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. (a) During Unless otherwise agreed to in writing by NII, during the Term Term, and for such period after the Term that if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or NII on an "at will" basis and, thereafter, for the duration of such period, and thereafter for a period (the "Noncompete Period") equal to the longer of either: (x) one yeartwo years, in the event the Employee's employment terminates for any reason other than a termination without cause as described in Section 6(d) above, or (y) ), the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementevent that the Employee is terminated without cause as described in Section 6(d) above, Employee shall not, directly or indirectly, for himself herself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentor NII, within 50 100 miles of any location where the Company both has an office and or NII conducts business on (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management within the Territory an employee of the Company or NII for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or NII;
(iii) call upon any person Person who is or that is, at that time, or has been, within one year prior to that time, a customer of the Company or NII within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or NII within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or NII was either called upon by the Company or NII as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor NII in either event within the preceding twelve (12) month period.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or NII and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or NII, Employee shall not be chargeable with a violation of this Section 7 if the Company or NII subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his her actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or NII of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyNII" shall mean Workflow ManagementNavigant International, Inc., together with any of its subsidiaries and affiliates. For affiliates which are in the purposes business of this Agreementselling any products or services in the travel business, including the development, manufacture, marketing and transfer, whether by sale or license, of software for travel businesses (the "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the CompanyTravel Business").
Appears in 2 contracts
Sources: Stock Purchase Agreement (Navigant International Inc), Stock Purchase Agreement (Navigant International Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination floral industry within the United States of Employee's employment, within 50 miles of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "the Company" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants; provided, that upon -------- the failure of the Company to make any payments required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company, and its respective officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USFloral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on or USFloral including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination floral industry within the United States of Employee's employment, within 50 miles of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USFloral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USFloral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USFloral within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USFloral within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USFloral was either called upon by the Company or USFloral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USFloral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USFloral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USFloral, Employee shall not be chargeable with a violation of this Section 7 if the Company or USFloral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USFloral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSFloral" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementtwo years, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, lender or sales representative, in any business selling any engaged in providing or servicing equipment leasing or speciality finance products or services which were sold by in direct competition with the Company on Company, or any business engaging in the date consolidation of the termination of Employee's employmentequipment leasing or speciality finance industry, within 50 miles the United States of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actionsactivity.
(d) For purposes of this Section 77 and Sections 8, 9 and 10, references to the "Company" shall mean Workflow Management, Inc.UniCapital Corporation, together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Unicapital Corp), Employment Agreement (Unicapital Corp)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or UniCapital on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementtwo years, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any engaged in providing or servicing equipment leasing or speciality finance products or services which were sold by in direct competition with the Company on or UniCapital, or any business engaging in the date consolidation of the termination of Employee's employmentequipment leasing or speciality finance industry, within 50 miles the United States of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or UniCapital for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or UniCapital;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or UniCapital within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or UniCapital within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company or UniCapital was either called upon by the Company or UniCapital as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor UniCapital.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two five percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or UniCapital and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or UniCapital, Employee shall not be chargeable with a violation of this Section 7 if the Company or UniCapital subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or UniCapital of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUniCapital" shall mean Workflow Management, Inc.UniCapital Corporation, together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Unicapital Corp), Employment Agreement (Unicapital Corp)
Restriction on Competition. (a) During Unless otherwise agreed to in writing by NII, during the Term and for such period after the Term that Term, and, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or NII on an "at will" basis and, thereafter, for the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentor NII, within 50 100 miles of any location where the Company both has an office and or NII conducts business on (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management within the Territory an employee of the Company or NII for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or NII;
(iii) call upon any person Person who is or that is, at that time, or has been, within one year prior to that time, a customer of the Company or NII within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or NII within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or NII was either called upon by the Company or NII as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company or NII, in either event within the last eighteen (18) months of Employee's employment with respect to which Employee had actual knowledgethe Company.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or NII and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or NII, Employee shall not be chargeable with a violation of this Section 7 if the Company or NII subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or NII of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyNII" shall mean Workflow ManagementNavigant International, Inc., together with any of its subsidiaries and affiliates. For affiliates which are in the purposes business of this Agreementselling any products or services in the travel business, including the development, manufacture, marketing and transfer, whether by sale or license, of software for travel businesses (the "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the CompanyTravel Business").
Appears in 2 contracts
Sources: Stock Purchase Agreement (Navigant International Inc), Stock Purchase Agreement (Navigant International Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USAF on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on or USAF, including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination floral industry within the United States of Employee's employmentAmerica, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USAF for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USAF;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USAF within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USAF within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USAF was either called upon by the Company or USAF as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USAF.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USAF and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USAF, Employee shall not be chargeable with a violation of this Section 7 if the Company or USAF subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USAF of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSAF" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that Employee thereafter, if Consultant continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee Consultant is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee Consultant shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of EmployeeConsultant's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of EmployeeConsultant's employment;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on EmployeeConsultant's own behalf or on behalf of any competitor, call upon any person Person who or that, during EmployeeConsultant's employment by the Company Company, was either called upon by the Company as a prospective acquisition candidate with respect to which Employee Consultant had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee Consultant had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee Consultant from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee Consultant shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of EmployeeConsultant's employment, are not in competition with the Company, Employee Consultant shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the EmployeeConsultant's new business or activities. In addition, if Employee Consultant has no actual knowledge that his actions violate the terms of this Section 7, Employee Consultant shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee Consultant ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent 25% or more of the stock or voting interests of which is owned or controlled, controlled directly or indirectly, by the Company or any subsidiary of the Company. The Company and Consultant agree that for purposes of this Section 7, the Company's business shall be deemed to include those businesses of the Company described in the Company's Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
Appears in 2 contracts
Sources: Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc)
Restriction on Competition. Employee acknowledges that the Company is engaged in a highly competitive business and has a compelling business interest in preventing the use or disclosure of its’ Confidential Information and Trade secrets (a) During as defined in Section 10), and that Employee, by virtue of his position, will have access to Confidential Information and Trade Secrets. Accordingly, Employee agrees that during the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, one (1) year thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall will not, either directly or indirectly, for himself or on behalf of indirectly alone or in conjunction with any other person, company, partnership, corporation, business, group, party or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an ownerindividual or on Employee’s own account, officer, director, partner, shareholder, as a partner or joint venturer, or as an employee, independent contractoragent or salesperson for any person, consultant, advisoras an officer or director of any corporation, or sales representativeas a consultant or otherwise, in any business selling geographical area in which Company then does business, work for or with or have any products or services which were sold by interest in any Competitive Business as defined herein; provided that, if Employee wishes to work for a Competitive Business in conflict with this Section 7: (1) Employee shall provide the Company on the date Chairman of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee Board of the Company for the purpose or with the intent advance, written notice of enticing such employee away from or out of the employ of the Company;
opportunity, (iii2) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services shall then have one (1) week to approve in direct competition with the Company; or
writing such participation, (iv3) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters does not inform Employee of its approval in writing within the same one (or a similar1) competitive business or activity or commences competitive operations within 50 miles of week period, the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee Company shall not be deemed to have breached rejected such request, (4) if the restrictive covenants contained herein ifrequest is rejected, promptly after being notified by Employee shall refrain from participation in such Competitive Business. If Company grants the request, then Employee may work for the Competitive Business and the Company of shall have further no obligation, financial or otherwise, to Employee. In such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by event the Company or any subsidiary of the Company.may terminate this Agreement and such Termination will be deemed to have been a termination for Cause. A “
Appears in 2 contracts
Sources: Employment Agreement (Moggle, Inc.), Employment Agreement (Moggle, Inc.)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or Company, UniCapital or any other entity owned by or affiliated with the Company or UniCapital on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementtwo years, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any engaged in providing or servicing equipment leasing or speciality finance products or services which were sold by in direct competition with the Company on or UniCapital, or any business engaging in the date consolidation of the termination of Employee's employmentequipment leasing or speciality finance industry, within 50 miles the United States of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or UniCapital for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or UniCapital;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or UniCapital within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or UniCapital within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company or UniCapital was either called upon by the Company or UniCapital as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor UniCapital.
(b) The foregoing covenants restrictions shall not be deemed construed to prohibit the ownership by the Employee from acquiring as an a passive investment (i) of not more than two five percent (2%) of any class of securities of any corporation which is engaged in any of the capital stock foregoing businesses having a class of a competing businesssecurities registered pursuant to Section 12 of the Exchange Act, whose stock (ii) with respect to those activities identified on Schedule A hereto, or (iii) in any business or enterprise that is traded not so directly or indirectly in competition with the any business conducted by the Company, UniCapital or any of their respective affiliates as such businesses exist on a national securities exchange or through the automated quotation system of a registered securities associationdate hereof.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or UniCapital and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or UniCapital, Employee shall not be chargeable with a violation of this Section 7 if the Company or UniCapital subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or UniCapital of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUniCapital" shall mean Workflow Management, Inc.UniCapital Corporation, together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Unicapital Corp), Employment Agreement (Unicapital Corp)
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-twenty- five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USAF on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on or USAF that involves the date importing, brokerage, shipping or marketing of floral products or the manufacturing or mass marketing of bouquets, or any business engaging in the consolidation of the termination of Employee's employmentfloral industry, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USAF for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USAF;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USAF within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USAF within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USAF was either called upon by the Company or USAF as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USAF.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities associationassociation or (ii) engaging in the business of growing flowers in the United States.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USAF and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USAF, Employee shall not be chargeable with a violation of this Section 7 if the Company or USAF subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesTerritory. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USAF of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSAF" shall mean Workflow ManagementUSA Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. Each Shareholder and Principal (aeach a “Covenantor”) During agrees and covenants with each of the Term other Shareholders and for such period after the Term that Employee continues Corporation (the “Covenantees”) that, from the execution of this Agreement and until the expiry of two (2) years from any subsequent termination of this Agreement or from the Covenantor ceasing to be employed a Shareholder in the Corporation or a Principal as contemplated by this Agreement (the Company and/or any other entity owned by or affiliated with “Binding Period”), whichever is sooner, the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee Covenantor shall not, directly or indirectly, for himself either alone or on behalf of in partnership or in conjunction with any person or persons as principal, agent, shareholder or in any other personmanner whatsoever, company, partnership, corporation, business, groupwithin Canada and within 30 kilometres of any leased premises outside of Canada being occupied by the Corporation and/or any Subsidiary:
(a) carry on or be engaged in or be concerned with or interested in, or other entity (eachadvise, a "Person"):
(i) engagelend money to, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisorguarantee the debts or obligations of, or sales representative, permit its name or any part thereof to be used or employed by any Person engaged in or concerned with or interested in any competitive business selling or any products or services which were sold by aspect thereof as conducted at any time during the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employmentBinding Period;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed solicit, interfere with or attempt to prohibit Employee solicit or interfere with any supplier, employee, customer or client of or to the Corporation and/or any Shareholder away from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.Corporation; and/or
(c) It is further agreed thatengage the services of any Person that was an employee, agent or sales representative of the Corporation and/or any Subsidiary at any time during the Binding Period, do any act or thing which results in the event that Employee shall cease relationship between the Corporation and/or any Subsidiary and any supplier, employee, customer or client of the Corporation and/or any Subsidiary or any Shareholder being diminished or impaired. For further certainty, if the Corporation is adjudicated bankrupt, or makes an assignment for the benefit of creditors, or proceedings are instituted by a third party seeking relief, reorganization, or rearrangement under any laws relating to be employed insolvency in any jurisdiction whatsoever, or a receiver, liquidator, or trustee is appointed in respect of any property or assets of the Corporation, or an order is made for the liquidation, dissolution, or winding up of the Corporation, or a judgment is granted by a court against the Company Corporation and enters into the Corporation fails to satisfy said judgment within a business or pursues other activities that, on period of thirty (30) days from the date of termination of Employee's employmentsaid judgment, are not in competition with or the CompanyCorporation declares bankruptcy or has a receiving order made against the Corporation, Employee then the Covenantor shall not continue to be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate bound by the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actionsnon-competition provision.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Unanimous Shareholders Agreement (Camber Energy, Inc.), Unanimous Shareholders Agreement (Viking Energy Group, Inc.)
Restriction on Competition. (a) During the Term period of Employee’s employment with Vonage (“Employment”) and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to of twelve (12) months thereafter (the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement“Term”), Employee shall will not, directly or indirectly,
(A) enter into the employ of, for himself or on behalf of or in conjunction with render any other services to, any person, company, partnership, corporation, business, group, firm or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, corporation engaged in any business selling any products or services which were sold directly competitive with the business of Vonage as conducted by the Company Vonage on the date of the termination of Employee's employment, Employment anywhere within 50 miles of any location where the Company both has an office “Territory,” that term meaning within the United States and Canada in those States and provinces (or States and provinces contiguous thereto) in which Vonage conducts or is substantially prepared to conduct its business on the date of the termination of Employee's employment;Employment; but
(ii1) call upon any person who is, at that time, this shall not be deemed to preclude Employee from engagement by a sales, supervisory, or management employee corporation some of the Company for the purpose or activities of which are directly competitive with the intent business of enticing Vonage on the date of termination if Employee’s engagement does not relate directly to such employee away from or out of the employ of the Company;competitive business, and
(iii2) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services nothing contained in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants this Section shall not be deemed to prohibit Employee from acquiring or holding, solely for investment, publicly traded securities of any corporation some of the activities of which are competitive with the business of Vonage so long as an investment not such securities do not, in the aggregate, constitute more than two five percent (25%) of the capital stock any class or series of a competing business, whose stock is traded on a national outstanding securities exchange or through the automated quotation system of a registered securities association.such corporation
(cB) It engage in any such business for his own account;
(C) become interested in any such business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor, franchisee or in any other relationship or capacity; or
(D) interfere with Vonage’s relationship with, or endeavor to employ or entice away from Vonage any person, firm, corporation, governmental entity or other business organization who or which is further agreed thator was an employee, in the event that Employee shall cease to be employed by the Company and enters into customer or supplier of, or maintained a business relationship with, Vonage at any time (whether before or pursues other activities thatduring the Term), on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business which Vonage has solicited or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed prepared to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.solicit;
Appears in 2 contracts
Sources: Employment Agreement (Vonage Holdings Corp), Employment Agreement (Vonage Holdings Corp)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USFloral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on or USFloral including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination of Employee's employmentfloral industry, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USFloral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USFloral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USFloral within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USFloral within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USFloral was either called upon by the Company or USFloral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USFloral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USFloral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USFloral, Employee shall not be chargeable with a violation of this Section 7 if the Company or USFloral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USFloral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSFloral" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (U S a Floral Products Inc), Employment Agreement (U S a Floral Products Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Workflow Management Inc), Employment Agreement (Workflow Management Inc)
Restriction on Competition. (a) During The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Term and for such a period of time after the Term that Employee continues Severance Date equal to be employed by twelve (12) months (the Company and/or “Restricted Period”) the Executive will not directly or indirectly through any other entity owned by Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or affiliated with the Company on an "at will" basis andcontrol of, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent “Competing Business” means a Person anywhere in the continental United States or more of elsewhere in the stock of which is owned or controlled, directly or indirectly, by world where the Company or any subsidiary of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Term has competed, or at any time during the Restricted Period competes, with the Company or any of its Affiliates in any of its or their material businesses; provided, however, that the term Competing Business shall apply only to any business unit within a Person that is itself engaged in such business, if the Person is not otherwise a Competing Business. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the Companyoutstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation. In addition, Executive agrees that he shall also be bound by the restrictions and requirements in the Form Agreements.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that Employee thereafter, if Consultant continues to be employed by provide services to the Company and/or any other entity owned by or affiliated with the Company or UniCapital on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall notneither Consultant nor John ▇▇▇▇▇▇ ▇▇▇ll, directly or indirectly, for itself or himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any engaged in providing or servicing equipment leasing or specialty finance products or services which were sold by in direct competition with the Company on or UniCapital, or any business engaging in the date consolidation of the termination of Employee's employmentequipment leasing or specialty finance industry, within 50 miles the United States of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or UniCapital for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or UniCapital;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or UniCapital within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or UniCapital within the Territory; or
(iv) on EmployeeConsultant's own or John ▇▇▇▇▇▇'▇ ▇▇▇ behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company term of this Agreement, was either called upon by the Company or UniCapital as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor UniCapital.
(b) The foregoing covenants shall not be deemed to prohibit Employee from Consultant or John ▇▇▇▇▇▇ ▇▇▇m acquiring as an investment not more than two five percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee Consultant shall cease to be employed by provide services to the Company or UniCapital and enters either Consultant or John ▇▇▇▇▇▇ ▇▇▇ers into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or UniCapital, Employee shall not neither Consultant nor John ▇▇▇▇▇▇ ▇▇▇ll be chargeable with a violation of this Section 7 5 if the Company or UniCapital subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.competitive
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that Employee thereafter, if Consultant continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee Consultant is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee Consultant shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of EmployeeConsultant's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of EmployeeConsultant's employment;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on EmployeeConsultant's own behalf or on behalf of any competitor, call upon any person Person who or that, during EmployeeConsultant's employment by the Company Company, was either called upon by the Company as a prospective acquisition candidate with respect to which Employee Consultant had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee Consultant had actual knowledgeknowledge .
(b) The foregoing covenants shall not be deemed to prohibit Employee Consultant from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee Consultant shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of EmployeeConsultant's employment, are not in competition with the Company, Employee Consultant shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the EmployeeConsultant's new business or activities. In addition, if Employee Consultant has no actual knowledge that his actions violate the terms of this Section 7, Employee Consultant shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee Consultant ceases the prohibited actions.
(d) For purposes of this Section 77 and subject to Section 7(j) below, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent 25% or more of the stock or voting interests of which is owned or controlled, controlled directly or indirectly, indirectly by the Company or any subsidiary of the Company. The Company and Consultant agree that for purposes of this Section 7, the Company's business shall be deemed to include those businesses of the Company described in the Company's Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
Appears in 1 contract
Restriction on Competition. (a) During The Executive agrees that if the Term and for such period after Executive were to become employed by, or substantially involved in, the Term that Employee continues to be employed by business of a competitor of the Company and/or or any other entity owned by of its subsidiaries during the twenty-four (24) month period following the Severance Date, it would be very difficult for the Executive not to rely on or affiliated use the Company’s and its subsidiaries’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its subsidiaries’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its subsidiaries’ relationships and goodwill with customers, during the Company on an "at will" basis and, thereafter, Period of Employment and for a period equal to of twenty-four (24) months after the longer of (x) one yearSeverance Date, the Executive will not directly or (y) indirectly through any other Person engage in, enter the period during which Employee is receiving employ of, render any severance pay services to, have any ownership interest in, nor participate in the financing, operation, management or other compensation from the Company in accordance with the terms control of, any Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its subsidiaries engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any entity time during the Period of Employment has competed, or any and time during the twenty-five percent four (24) month period following the Severance Date competes, with the Company or more any of the stock of which is owned or controlled, directly or indirectly, its subsidiaries in any business engaged in by the Company or any subsidiary of its subsidiaries (or which any of them had plans to in the future engage in, which plans were known by or reasonably should have been known by the Executive) as of the Severance Date. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. The Executive acknowledges that, in the course of his employment with the Company and/or its subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its subsidiaries’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. The Executive agrees that the foregoing covenants set forth in this Section 6.2 (the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its subsidiaries’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its subsidiaries currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6.2 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive. Without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6.2 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6.2, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6.2, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6.2 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6.2, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company USA Floral and/or any other entity owned by or affiliated with the Company USA Floral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementtwo years, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, companyUSA Floral, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with USA Floral including without limitation the Company on importing, brokerage, shipping or marketing of floral products, or any business engaging in the date consolidation of the termination floral industry within the United States of Employee's employment, within 50 miles of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company USA Floral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyUSA Floral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of USA Floral within the Company Territory for the purpose of soliciting or selling products or services in direct competition with USA Floral within the CompanyTerritory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company USA Floral was either called upon by the Company USA Floral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeUSA Floral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association; (II) engaging in any activity to which USA Floral shall have provided its prior written consent; or (iii) maintaining his position with the Meadow Flower, S.A., rose farm, located in Ecuador.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company USA Floral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyUSA Floral, Employee shall not be chargeable with a violation of this Section 7 if the Company USA Floral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company USA Floral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSA Floral" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During The Executive agrees that if the Term and for such period after Executive were to become employed by, or substantially involved in, the Term that Employee continues to be employed by business of a competitor of the Company and/or or any other entity owned by of its subsidiaries during the twenty-four (24) month period following the Severance Date, it would be very difficult for the Executive not to rely on or affiliated use the Company's and its subsidiaries' trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company's and its subsidiaries' trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company's and its subsidiaries' relationships and goodwill with customers, during the Company on an "at will" basis and, thereafter, Period of Employment and for a period equal to of twenty-four (24) months after the longer of (x) one yearSeverance Date, the Executive will not directly or (y) indirectly through any other Person engage in, enter the period during which Employee is receiving employ of, render any severance pay services to, have any ownership interest in, nor participate in the financing, operation, management or other compensation from the Company in accordance with the terms control of, any Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its subsidiaries engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any entity time during the Period of Employment has competed, or any and time during the twenty-five percent four (24) month period following the Severance Date competes, with the Company or more any of the stock of which is owned or controlled, directly or indirectly, its subsidiaries in any business engaged in by the Company or any subsidiary of its subsidiaries (or which any of them had plans to in the future engage in, which plans were known by or reasonably should have been known by the Executive) as of the Severance Date. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. The Executive acknowledges that, in the course of his employment with the Company and/or its subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company's and its subsidiaries' and their predecessors' trade secrets and with other confidential and proprietary information concerning the Company, its subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. The Executive agrees that the foregoing covenants set forth in this Section6.2 (the “Restrictive Covenants”) are reasonable and necessary to protect the Company's and its subsidiaries' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive's agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its subsidiaries currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6.2 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive. Without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6.2 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6.2, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6.2, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6.2 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6.2, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Company. Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether engage as an owneremployee, officer, director, shareholder, owner, partner, shareholder, joint venturer, employeeor in a managerial capacity, or as an independent contractor, consultant, advisor, or sales representative, representative or in any other similar capacity in any business selling any office supplies, office furniture, or office coffee or vending products or services which were sold by that competes directly with the Company on the date of the termination of Employee's employment, and has an office within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employmentoffice;
(ii) call upon hire or solicit any person Person who is, at that time, a sales, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;; or
(iii) call upon solicit any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting from, or selling to, such Person office products, office furniture, or office coffee or vending products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) In view of the Company's extensive involvement in offering products and services to customers and prospective customers through the Internet (as an enhancement to its traditional business activities), the restriction in clause (a)(i) also shall apply to any Person that does not otherwise fall within the scope of clause (a)(i) but that offers office supplies, office furniture, or office coffee or vending products or services to customers through the Internet, if such Person holds itself out as being able to distribute (directly or through a third party) such products or services to any customer location within 50 miles of any location where the Company has an office.
(c) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(cd) It is further agreed thatThe covenants in this Section 7 are severable and separate, in and the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date unenforceability of termination of Employee's employment, are not in competition with the Company, Employee any specific covenant shall not be chargeable with a violation affect the provisions of any other covenant. If any provision of this Section 7 if relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(e) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company subsequently enters of such covenants. It is specifically agreed that the same (or a similar) competitive business or activity or commences competitive operations within 50 miles period of one year stated at the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall not be deemed to have breached the restrictive covenants contained herein ifeffective, promptly after being notified shall be computed by the Company excluding from such computation any time during which Employee is in violation of such breach, Employee ceases the prohibited actionsany provision of this Section 7.
(df) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(g) For purposes of this Section 7, references to it is agreed that the term "Company" shall mean Workflow Managementinclude US Office Products Company and all of its subsidiaries.
(h) Employee has carefully read and considered the provisions of this Section 7 and, Inc.having done so, together agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the valuable and legitimate business interests of the Company and its subsidiaries. Employee also expressly acknowledges and agrees that because he is a senior executive officer of the Company with access to a broad range of valuable, confidential, and proprietary strategic and operational information about the Company's and its subsidiaries and affiliates. For operations throughout North America, the purposes geographic scope of this AgreementSection 7 is fair, "affiliate" shall mean any entity twenty-five percent or more reasonable, and necessary to protect the valuable and legitimate business interests of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Companyand its subsidiaries.
Appears in 1 contract
Restriction on Competition. (a) During Unless the Term termination of Employee's employment is pursuant Section 6(e), during the Term, and for such period after the Term that thereafter if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or its subsidiaries on an "at will" basis andbasis, thereafterthen for the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with under Section 6, or for the terms period of two (2) years if this Agreement is terminated by the Employee for any reason, or if this Agreement is terminated by the Company "for cause", (except if Employee's voluntary termination is after the Company has given notice of non-renewal of the automatic one year extension of the term of this AgreementAgreement under Section 1 in which case for a period of six months [the period of the severance pay from the Company]), Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold in direct competition with the Company's or its subsidiaries' travel agency business, including the development, manufacture, marketing and transfer, whether by sale or license, of software for travel businesses (collectively, the Company on the date of the termination of Employee's employment"Travel Business"), within 50 100 miles of any location where the Company both has an office and or its subsidiaries conducts business on the date of Travel Business (the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management within the Territory an employee of the Company Travel Business for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyTravel Business;
(iii) call upon any person Person who is or that is, at that time, or has been, within one year prior to that time, a customer of the Company Travel Business within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyTravel Business within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or its subsidiaries was either called upon by the Company or its subsidiaries as a prospective acquisition candidate with respect to which Employee had actual knowledge for the Travel Business or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor its subsidiaries for the Travel Business.
(b) The Notwithstanding anything contained in this Section 7 to the contrary, the foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two percent one (21%) percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association, or (ii) being employed by or consulting with in any capacity any airline, cruise line, hotel, automobile rental, restaurant or resort company or enterprise.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or its subsidiaries and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyTravel Business, Employee shall not be chargeable with a violation of this Section 7 if the Company or its subsidiaries subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or its subsidiaries of such breach, Employee ceases the prohibited actions.
(d) For purposes The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 7 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(e) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company or its subsidiaries, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by its subsidiaries or the Company of such covenants; provided, however, that upon the failure of the Company to make any payments required under this Agreement, the Employee may, upon thirty (30) days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 7, references during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(f) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to "Company" shall mean Workflow Managementprotect the interests of the Company and its subsidiaries, Inc.and their respective officers, together directors, employees and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company and its subsidiaries and affiliates. For throughout the purposes term of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Companythese covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation Severance Compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination floral industry within the United States of Employee's employment, within 50 miles of any location where America (the Company both has an office and conducts business on the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "the Company" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants; provided, that upon the failure of the Company to make any payments -------- required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company, and its respective officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether engage as an owneremployee, officer, director, shareholder, owner, partner, shareholder, joint venturer, employeeor in a managerial capacity, or as an independent contractor, consultant, advisor, or sales representative, representative or in any other similar capacity in any business selling any office supplies, office furniture, or office coffee or vending products or services which were sold by that competes directly with the Company on the date of the termination of Employee's employment, and has an office within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employmentoffice;
(ii) call upon hire or solicit any person Person who is, at that time, a sales, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;; or
(iii) call upon solicit any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting from, or selling to, such Person office products, office furniture, or office coffee or vending products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) In view of the Company's extensive involvement in offering products and services to customers and prospective customers through the Internet (as an enhancement to its traditional business activities), the restriction in clause (a)(i) also shall apply to any Person that does not otherwise fall within the scope of clause (a)(i) but that offers office supplies, office furniture, or office coffee or vending products or services to customers through the Internet, if such Person holds itself out as being able to distribute (directly or through a third party) such products or services to any customer location within 50 miles of any location where the Company has an office.
(c) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(cd) It is further agreed thatThe covenants in this Section 7 are severable and separate, in and the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date unenforceability of termination of Employee's employment, are not in competition with the Company, Employee any specific covenant shall not be chargeable with a violation affect the provisions of any other covenant. If any provision of this Section 7 if relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(e) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company subsequently enters of such covenants. It is specifically agreed that the same (or a similar) competitive business or activity or commences competitive operations within 50 miles period of one year stated at the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall not be deemed to have breached the restrictive covenants contained herein ifeffective, promptly after being notified shall be computed by the Company excluding from such computation any time during which Employee is in violation of such breach, Employee ceases the prohibited actionsany provision of this Section 7.
(df) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(g) For purposes of this Section 7, references to it is agreed that the term "Company" shall mean Workflow Management, Inc., together with include US Office Products Company and all of its subsidiaries subsidiaries.
(h) Employee has carefully read and affiliates. For considered the purposes provisions of this AgreementSection 7 and, "affiliate" shall mean any entity twenty-five percent or more having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the valuable and legitimate business interests of the stock Company and its subsidiaries. Employee also expressly acknowledges and agrees that because he is a senior executive officer of which is owned or controlled, directly or indirectly, by the Company or any subsidiary with access to a broad range of valuable, confidential, and proprietary strategic and operational information about the Company's and its subsidaries operations throughout North America, the geographic scope of this Section 7 is fair, reasonable, and necessary to protect the valuable and legitimate business interests of the CompanyCompany and its subsidiaries.
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Term, thereafter if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andfor the duration of such period, thereafter, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company (which shall be deemed to include payments made to Employee in accordance connection with the terms of this Agreementa Change in Control transaction, pursuant to Section 16A below), Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, Competing Business (as such term is defined below) located within 50 100 miles of any location where the Company both has an office and conducts business on (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;; or
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior period to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by Company within the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeTerritory.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment interest of not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to the term "Competing Business" shall mean any business that is materially involved in any of the following: (i) business-to-business distribution of office supplies, (ii) business-to-business distribution of office furniture, (iii) office coffee service, (iv) vending service for businesses, (v) the operation of postal, pack-and-ship, and business service centers competitive with those being franchised by Mail Boxes, Etc., and (vi) in New Zealand and Australia only, commercial printing and retail book and stationery stores. In addition, and without limiting the breadth of the foregoing enumeration of competitive businesses, each of the following companies (as well as their respective successors) will be considered a Competing Business: Corporate Express, BT Office Products, Boise Office Products, Staples, Office Depot, OfficeMax, United Stationers, and ▇.▇. ▇▇▇▇▇▇▇▇ Co. In addition, for purposes of this Section 7, the term "Company" shall mean Workflow Management, Inc., together with be deemed to include US Office Products Company and all of its subsidiaries and affiliates. For During the purposes of this AgreementTerm, "affiliate" shall mean any entity twenty-five percent or more as and to the extent the business of the stock of which is owned Company changes, the parties will cooperate to supplement this definition (whether by amendment, addition, or controlleddeletion, directly or indirectly, by as appropriate) so that it reasonably reflects the Company or any subsidiary business of the Company.
Appears in 1 contract
Restriction on Competition. (a) During The Executive acknowledges that, in the Term and for such period after the Term that Employee continues to be employed by course of his employment with the Company and/or any other entity owned by its Affiliates, he has become familiar, or affiliated will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following the Severance Date, it would be very difficult for the Executive not to rely on an "at will" basis andor use the Company’s and its Affiliates’ trade secrets and Confidential Information. Thus, thereafterto avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and Confidential Information, and to protect such trade secrets and Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period equal to of twelve (12) months after the longer of (x) one yearSeverance Date, the Executive will not directly or (y) indirectly through any other Person engage in, enter the period during which Employee is receiving employ of, render any severance pay services to, have any ownership interest in, nor participate in the financing, operation, management or other compensation from the Company in accordance with the terms control of, any Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any entity twenty-five percent time during the Period of Employment has competed, or more of at any time during the stock of which is owned or controlledtwelve (12) month period following the Severance Date competes, directly or indirectly, by with the Company or any subsidiary of its Affiliates in the passenger ship cruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the Companyoutstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.
Appears in 1 contract
Sources: Employment Agreement (Mariner, LLC)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USOP on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
): (i) engage, as an office, director, shareholder, owner, partner, member, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisorconsultant or adviser, or as a sales representative, in any travel-related business selling any products or services which were sold conducted by the Company on the date of the termination of Employee's employmentor any other travel- related business (including consolidation and wholesale businesses) that involves arranging travel, meetings, events, incentives or other travel-related programs for third-parties ("Travel Agency Business"), if such Travel Agency Business is located within 50 one hundred (100) miles of any location where anywhere that USOP conducts a Travel Agency Business (the Company both has an office and conducts business on the date of the termination of Employee's employment;
"Territory"); (ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USOP for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
Company or USOP; (iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USOP within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USOP within the Territory; or
or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USOP was either called upon by the Company or USOP as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USOP.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
, or (cii) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are owning not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity more than twenty-five percent or more (25%) of the stock percentage interests of Emergency Travel Service, L.L.C. ("ETS"), a Massachusetts limited liability company, so long as (x) ETS's sole Travel Agency Business at such time is the business of providing after regular business hours travel assistance which it is owned or controlledconducting on the Closing Date, directly or indirectly, as represented to USOP by the Company or any subsidiary of the Company.Employee, and 3
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementTerm, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage or prepare to engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, lender or sales representative, in any business selling any engaged in providing or servicing equipment leasing or specialty finance products or services which were sold in direct competition with the Company, or any business engaging in the consolidation of the equipment leasing or specialty finance industry, within the United States of America (the "Territory").
(b) During the Term, and thereafter, if Employee continues to be employed by the Company on the date of the termination of Employee's employment, within 50 miles of or any location where other entity owned by or affiliated with the Company both has on an office "at-will" basis, for the duration of such period, and conducts business thereafter for a period of two years, Employee shall not, directly or indirectly, for himself or on the date behalf of the termination of Employee's employment;or in conjunction with any Person:
(iii) call upon upon, correspond with or otherwise engage in discussions with any person Person who is, at that time, a sales, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iiiii) call upon upon, correspond with or otherwise engage in discussions with any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iviii) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company Company, was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(bc) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an a passive investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 77 and Sections 8, 9, 10 and 11, references to "Company" the Company shall mean Workflow Management, Inc.UniCapital Corporation, together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the CompanyCompany and its officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementtwo years, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination of Employee's employmentfloral industry, within 50 miles the United States of any location where America or the Company both has an office and conducts business on European Community (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "the Company" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants; provided, that upon -------- the failure of the Company to make any payments required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company, and its respective officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) a. During the Term Employment Term, and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to of two years thereafter, the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i1) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by entity that is currently engaged in owning, operating and/or managing executive office suites and providing related business support services, including secretarial, telecommunications, word processing, printing and copying, in direct competition with the Company on the date of the termination of Employee's employmentCompany, within 50 100 miles of any location where the Company both has an office and conducts business on (the date of the termination of Employee's employment"Territory");
(ii2) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii3) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv4) on Employee's own behalf or on the behalf of any competitor, call upon any person Person for the purpose of making an acquisition proposal who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) b. The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) c. It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 Paragraph 19 if the Company subsequently enters the same (or a in similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no not actual knowledge that his actions violate the terms of this Section 7Paragraph 19, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, . Employee ceases the prohibited actions.
(d) For purposes d. The covenants in this Paragraph 19 are severable and separate, and the unenforceability of any specific covenants shall not affect the provisions of any other covenant. If any provision of this Section 7Paragraph 19 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, references as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to "Company" be, and thereafter shall mean Workflow Managementbecome, Inc., together with its subsidiaries the maximum time period or largest geographic area that such court deems reasonable and affiliates. For enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
e. All of the purposes covenants in this Paragraph 19 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company or any subsidiary of such covenants; provided, that upon the failure of the Company to make such payments required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Paragraph 19. It is specifically agreed that the period of two years stated at the beginning of this Paragraph 19, during which the agreements and covenants of Employee made in this Paragraph 19 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Paragraph 19.
f. If the time period specified by this Paragraph 19 shall be reduced by law or court decision, then, notwithstanding the provisions of Paragraph 7 above, following termination of the Employee's employment with the Company, the Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Paragraph 19 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Paragraph 7 above. If Employee is subject to a restriction on competitive activity as a party to that certain Stockholders' Agreement, dated as of November 15,1996, by and among the stockholders identified therein (the "Stockholders' Agreement"), then Employee shall abide by, and in all cases be subject to, the restrictive covenants (whether in this Paragraph 19 or in the Stockholders' Agreement) that, in the aggregate, impose restrictions on Employee for the longest duration and the broadest geographic scope (taking into account the effect of any applicable court decisions limiting the scope or duration of such restrictions), it being agreed that all such restrictive covenants are supported by separate and distinct consideration. This Paragraph 19
Appears in 1 contract
Sources: Employment Agreement (Vantas Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or US Floral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentor US Floral, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or US Floral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or US Floral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or US Floral within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or US Floral within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or US Floral was either called upon by the Company or US Floral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor US Floral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or US Floral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or US Floral, Employee shall not be chargeable with a violation of this Section 7 if the Company or US Floral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or US Floral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUS Floral" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" shall mean and the existence of any entity twenty-five percent claim or more cause of the stock action of which is owned or controlled, directly or indirectly, by Employee against the Company or any subsidiary US Floral, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by US Floral or the Company of such covenants; provided, that upon the failure of the Company to make any payments -------- required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company and US Floral, and their respective officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company and US Floral throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that Employee thereafter, if ▇’▇▇▇▇▇▇▇▇ continues to be employed by or in the service of the Company and/or any other entity owned by or affiliated with the Company on an "“at will" basis and” basis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee ▇’▇▇▇▇▇▇▇▇ is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee ▇’▇▇▇▇▇▇▇▇ shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "“Person"”):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment▇’▇▇▇▇▇▇▇▇’▇ employment or service, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment▇’▇▇▇▇▇▇▇▇’▇ employment or service;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's ▇’▇▇▇▇▇▇▇▇’▇ own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's ▇’▇▇▇▇▇▇▇▇’▇ employment by or service with the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee ▇’▇▇▇▇▇▇▇▇ had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee ▇’▇▇▇▇▇▇▇▇ had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee ▇’▇▇▇▇▇▇▇▇ from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee ▇’▇▇▇▇▇▇▇▇ shall cease to be employed by or in the service of the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment▇’▇▇▇▇▇▇▇▇’▇ relationship with the Company, are not in competition with the Company, Employee ▇’▇▇▇▇▇▇▇▇ shall not be chargeable with a violation of this Section 7 6 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's ▇’▇▇▇▇▇▇▇▇’▇ new business or activities. In addition, if Employee ▇’▇▇▇▇▇▇▇▇ has no actual knowledge that his actions violate the terms of this Section 76, Employee ▇’▇▇▇▇▇▇▇▇ shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ▇’▇▇▇▇▇▇▇▇ ceases the prohibited actions.
(d) For purposes of this Section 76, references to "“Company" ” shall mean Workflow Management, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 6 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 6 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 6 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of ▇’▇▇▇▇▇▇▇▇ against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company or any subsidiary of such covenants; provided, that upon the failure of the Company to make any payments required under this Agreement, ▇’▇▇▇▇▇▇▇▇ may, upon thirty (30) days’ prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 6. It is specifically agreed that the period of one year
(g) If the time period specified by this Section 6 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 5 above, ▇’▇▇▇▇▇▇▇▇ shall be entitled to receive from the Company compensation as set forth in Section 4(a) above solely for the longer of (i) the time period during which the provisions of this Section 6 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which ▇’▇▇▇▇▇▇▇▇ is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 5 above. To the extent ▇’▇▇▇▇▇▇▇▇ is subject to a restriction on competitive activity as a party to that certain Agreement and Plan of Reorganization, dated as of January 24, 1997, by and among U.S. Office Products Company (“USOP”), SFI Acquisition (Delaware) Corp., SFI Corp. and ▇’▇▇▇▇▇▇▇▇ or that certain Agreement and Plan of Reorganization, dated as of January 24, 1997, by and among USOP, HBF Acquisition Corp., Hano Document Printers, Inc. and the Stockholders Named Therein (the “Merger Agreements”), ▇’▇▇▇▇▇▇▇▇ shall abide by, and in all cases be subject to, the restrictive covenants (whether in this Section 6 or in the Merger Agreements) that, in the aggregate, impose restrictions on ▇’▇▇▇▇▇▇▇▇ for the longest duration and the broadest geographic scope (taking into account the effect of any applicable court decisions limiting the scope or duration of such restrictions), it being agreed that all such restrictive covenants are supported by separate and distinct consideration. This Section 6(g) shall be construed and interpreted in light of the duration of the applicable restrictive covenants.
(h) ▇’▇▇▇▇▇▇▇▇ has carefully read and considered the provisions of this Section 6 and, having done so, agrees that the restrictive covenants in this Section 6 impose a fair and reasonable restraint on ▇’▇▇▇▇▇▇▇▇ and are reasonably required to protect the interests of the Company and their respective officers, directors, employees and stockholders. It is further agreed that the Company and ▇’▇▇▇▇▇▇▇▇ intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
(i) Notwithstanding any of the foregoing, if the Company terminates ▇’▇▇▇▇▇▇▇▇’▇ service pursuant to Section 5(b) or Section 5(d), then the restrictions on ▇’▇▇▇▇▇▇▇▇ described in this Section 6 shall only apply for the period during which ▇’▇▇▇▇▇▇▇▇ is receiving any severance pay from the Company. The parties expressly agree that ▇’▇▇▇▇▇▇▇▇ shall have the right to receive, but not the obligation to accept, severance compensation for a termination under either Section 5(b) or Section 5(d).
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafterbasis, for a period equal to the longer duration of such period, and thereafter for the Restricted Period (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreementdefined below), Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, member, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentCompany, within 50 100 miles of any location where the Company both has an office and conducts business on (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person as a prospective acquisition candidate who or that, during Employee's employment by the Company was was, to Employee's knowledge, either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company. Employee, to the extent lacking the knowledge described in the preceding sentence, shall immediately cease all contact with any prospective acquisition candidate upon being informed that the Company with respect to which Employee had actual knowledgecalled upon such candidate or made an acquisition analysis thereof.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For the purposes of this Section 7, references to "the Company" shall mean Workflow Management, Inc.U.S. Office Products Company, together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants; provided, that upon the termination of Employee's employment by Employee for Good Reason pursuant to Section 6(f) hereof, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the Restricted Period defined in this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the CompanyCompany and its officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
(i) As used herein, the "Restricted Period" shall mean:
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, group or other entity (each, a "Person"):
(i) engageEngage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employment, within 50 100 miles of any location where the Company both has an office and conducts business on business, with the date expressed exception of the termination operation of Employee's employmentvideo production and sale by HSO Enterprises, LLC which videos deal with educational training (the "Territory");
(ii) call Call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or of with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call Call upon any person Person who or that is, at that time, or has been, been within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on On Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 6 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 76, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes The covenants in this Section 6 are severable and separate, and the enforce ability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 76 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or largest geographic area, references as applicable, that such court deems reasonable and enforceable, said time period of geographic area shall be deemed to "Company" be, and thereafter shall mean Workflow Managementbecome, Inc., together with its subsidiaries the maximum time period or largest geographic area that such court deems reasonable and affiliates. For this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(e) Employee has carefully read and considered the purposes provisions of this AgreementSection 6 and, "affiliate" shall mean any entity twenty-five percent or more having done so, agrees that the restrictive covenants in this Section 6 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the stock of which Company and their respective officers, directors, employees and stockholders.
(f) It is owned or controlled, directly or indirectly, acknowledged by the Company or any subsidiary Employee that in addition to the consideration provided under the terms of this Employment Contract that, as the sole shareholder of Hammond & Stephens, Inc. ("H&S"), he signifi▇▇▇▇▇▇ ben▇▇▇▇▇▇▇ from the acquisition of the operating assets of H&S by the Company. The Employee acknowledges that the covenants he has given pursuant to the terms of Section 6 and 7 of this Agreement are also in exchange for the above described asset purchase. The Employee further expressly acknowledges that the consideration for these covenants is adequate for the benefits received by the Employee under either this Employment Contract or the above described asset purchase.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that Employee thereafter, if Consultant continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "“at will" basis and” basis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee Consultant is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee Consultant shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "“Person"”):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's Consultant’s employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's Consultant’s employment;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's Consultant’s own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's Consultant’s employment by the Company Company, was either called upon by the Company as a prospective acquisition candidate with respect to which Employee Consultant had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee Consultant had actual knowledgeknowledge .
(b) The foregoing covenants shall not be deemed to prohibit Employee Consultant from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee Consultant shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's Consultant’s employment, are not in competition with the Company, Employee Consultant shall not be chargeable with a violation of this Section 7 5 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's Consultant’s new business or activities. In addition, if Employee Consultant has no actual knowledge that his actions violate the terms of this Section 75, Employee Consultant shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee Consultant ceases the prohibited actions.
(d) For purposes of this Section 75, references to "“Company" ” shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "“affiliate" ” shall mean any entity twenty-five percent 25% or more of the stock or voting interests of which is owned or controlled, controlled directly or indirectly, indirectly by the Company or any subsidiary of the Company. The Company and Consultant agree that for purposes of this Section 5, the Company’s business shall be deemed to include those businesses of the Company described in the Company’s Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
(e) The covenants in this Section 5 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If
(f) All of the covenants in this Section 5 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Consultant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants; provided, that upon the failure of the Company to make any payments required under this Agreement, the Consultant may, upon thirty (30) days’ prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 5. It is specifically agreed that the period of one year stated at the beginning of this Section 5, during which the agreements and covenants of Consultant made in this Section 5 shall be effective, shall be computed by excluding from such computation any time during which Consultant is in violation of any provision of this Section 5.
(g) If the time period specified by this Section 5 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 4 above, Consultant shall be entitled to receive from the Company his base salary at the rate in effect on the date of termination of Consultant’s employment solely for the longer of (i) the time period during which the provisions of this Section 5 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Consultant is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 5 above.
(h) Consultant has carefully read and considered the provisions of this Section 5 and, having done so, agrees that the restrictive covenants in this Section 5 impose a fair and reasonable restraint on Consultant and are reasonably required to protect the interests of the Company and their respective officers, directors, employees and stockholders. It is further agreed that the Company and Consultant intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
(i) Notwithstanding any of the foregoing, if the Company terminates Consultant’s employment pursuant to Section 4(b) or Section 4(d), then the restrictions on Consultant described in this Section 5 shall only apply for the period during which Consultant is receiving any severance pay from the Company. The parties expressly agree that Consultant shall have the right to receive, but not the obligation to accept, severance compensation for a termination under either Section 4(b) or Section 4(d).
Appears in 1 contract
Restriction on Competition. (a) During In recognition of the Term considerations described in paragraph (13) hereof, Employee covenants and for such period after agrees that during the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, term of this agreement and for a period equal to of two (2) years after the longer termination of this agreement, for any or no reason, she will not (xi) one yearengage in nor carry on, nor own, manage, operate, join, be employed by, control, or (y) the period during which Employee is receiving any severance pay participate in, render services for, or other compensation from the Company in accordance with the terms of this Agreementbe connected with, Employee shall notdirectly, directly or indirectly, for himself with or on behalf of without compensation, any other business the same as, or similar to, or in conjunction with competition with, the business conducted by Magla on the date of termination (generally speaking, the business of manufacturing, distributing and selling household consumer and other products which Magla is currently selling or may sell in the future during the term of this agreement or such products which Employee became aware of during her employment by Magla, including reusable and disposable gloves, work gloves and wipes) either for herself, or as a member of a partnership, limited partnership, joint venture, limited liability company, or any other entity, or as a shareholder, member, investor, officer or director or employee of a corporation or other entity, or as an agent, associate, consultant or advisor of any person, company, partnership, corporation, businesslimited liability company or any other entity or in any other relationship or capacity, groupfor any person or entity located in the Territory; (ii) contact or solicit, or other attempt to contact or solicit, any person or entity (each, which was a "Person"):
(i) engage, in customer or supplier of Magla or Employee or Magla actively marketed or solicited for the purpose of becoming a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisorcustomer or supplier of Magla, or sales representativeinterfere with, in disrupt or attempt to disrupt the relationship, contractual or otherwise, between Magla and any business selling of its customers, suppliers, employees, or others, or with whom Employee had any products or services which were sold by dealings, during the Company on the date of two (2) year period immediately prior to the termination of Employee's employment’s employment hereunder; or (iii) contact or solicit, within 50 miles or attempt to contact or solicit, or communicate with for the purpose of hiring, subcontracting, employing, engaging or diverting or taking away (with the intent, purpose or effect of inducing or encouraging him/her/it to leave his/her employment or its relationship with Magla; or to breach his/her/its employment agreement with or other obligations to Magla), any location where person or entity who was an employee, vendor or subcontractor of Magla or any other relationship with Magla at the Company both has an office and conducts business on time of the date tennination of Employee’s employment hereunder or during the two (2) year period immediately prior to the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior ’s employment hereunder. The restrictions set forth in this paragraph are intended only to that time, a customer of the Company for the purpose of soliciting or selling apply to products or services in direct competition goods similar to and/or competing with the Company; or
(iv) on Employee's own behalf those manufactured, sold or on behalf of any competitor, call upon any person who or that, during Employee's employment distributed by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeMagla.
(b) The foregoing covenants shall not be deemed to prohibit Magla and Employee from acquiring as an investment not more than two percent agree that the period of time and geographical area specified in this paragraph (2%14) are reasonable in view of the capital stock nature of a competing the business in which Magla is engaged and proposes to engage and Employee’s access to confidential information of Magla and knowledge of its business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in Employee agrees to notify Magla within thirty (30) days after the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmenther employment hereunder, are not in competition with and every ninety (90) days thereafter until the Company, Employee shall not be chargeable with a violation expiration of the provisions of this Section 7 if paragraph (14), of her then current home and business addresses and a description of all business endeavors in which she is then engaged or has been engaged since her last notice, including the Company subsequently enters the same (identity of all persons or a similar) competitive entities with whom, or on behalf of whom, she is or was engaged in any such business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actionsendeavor.
(d) For purposes of this Section 7, references The salary increase in paragraph (5)(a) from $115,000 to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more $150,000 is a part of the stock of which is owned or controlled, directly or indirectly, by consideration for Employee agreeing to comply with the Company or any subsidiary of the Companyrestrictions on competition in this paragraph (14).
Appears in 1 contract
Restriction on Competition. (a) During Employee agrees that during the Term and for such period after Noncompetition Period, without the Term that Employee continues to be employed by prior written consent of the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer Board of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms Directors of this AgreementNew Jazz, Employee shall not, and shall not permit any of his Affiliates to:
(a) engage directly or indirectly, for himself or on behalf of or indirectly in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):Competition in the Restricted Territory; or
(ib) engage, in a competitive capacity, whether as directly or indirectly be or become an owner, officer, director, employee, owner, co-owner, Affiliate, partner, shareholderpromoter, joint ventureragent, employee, independent contractorrepresentative, consultant, advisor, manager, licensor, sublicensor, licensee or sales representativesublicensee of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any Restricted Territory; provided, however, that Employee may, without violating this Section 1:
(i) own, as a passive investor, securities of any competitor corporation, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than five percent (5%) of the voting stock of such corporation and provided that neither Employee nor any Affiliate of Employee is otherwise associated directly or indirectly with such corporation or with any Affiliate of such corporation; and/or
(ii) become employed by any Person which is engaged in the development, manufacture, promotion, sale, distribution, licensing or sublicensing, of any Competing Product or Additional Term Competing Product provided that during the Noncompetition Period he is not directly or indirectly involved in the development, manufacture, promotion, sale, distribution, licensing or sublicensing, of any Competing Product or Additional Term Competing Product (as applicable) and may also own securities of the said employer or its affiliate, so long as his direct holdings in any one such corporation shall not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation; and/or
(iii) be engaged in the business selling of Circ Pharma Limited and its wholly owned subsidiaries (“Circ”) (which for the purposes of this provision shall be deemed to include Tramadol) as it is constituted as of the Effective Date, to the extent that such business does not involve for the applicable Noncompetition Period the development, manufacture, promotion, sale, distribution, licensing or sub-licensing of (i) any products Additional Term Competing Product, or services (ii) a Material New Jazz Product or Product Candidate, provided that the restriction with regard to a Material New Jazz Product or Product Candidate shall not apply if Circ has commenced activities with respect to a product or product candidate that is not at the date of such commencement a Material New Jazz Product or Product Candidate, and further provided that if Jazz acquires or licenses rights to a product from a third party which were sold by thereby becomes a Material New Jazz Product or Product Candidate, the Company on relevant date for making the determination as to whether or not Circ has commenced the applicable activities shall be the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, acquisition or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company license of such breach, Employee ceases the prohibited actionsMaterial New Jazz Product or Product Candidate by Jazz.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Sources: Noncompetition Agreement
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or and/ or any other entity owned by or affiliated with the Company or USOP on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
): (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services services, which were sold by the Company or USOP on the date of the termination or Employee's employment, in direct competition with the Company or USOP, within 50 miles of any location where the Company or USOP conducts business (the "Territory") on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
; (ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USOP for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
Company or USOP; (iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USOP within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USOP within the Territory; or
or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USOP was either called upon by the Company or USOP as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company or USOP with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USOP and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the CompanyCompany or USOP, Employee shall not be chargeable with a violation of this Section 7 if the Company or USOP subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USOP of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSOP" shall mean Workflow Management, Inc.U.S. Office Products Company, together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andfrom September 1, thereafter, for a period equal 2005 to the longer second anniversary of the date of JC’s cessation of service as a member of the Board (x“Cessation of Service”) one year(such period, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement“Term”), Employee shall JC will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an ownerindividual, officer, directoremployee, partner, shareholderprincipal, joint ventureragent, employeeadvisor, independent contractor, consultant, advisorshareholder, creditor, officer, director or member of any board, trustee, franchisee or in any other relationship or capacity:
(A) render any services to any person, firm, business enterprise, or sales representativecorporation which is engaged (either directly or through a subsidiary, affiliate, partnership, joint venture or otherwise) in any business selling any products competitive with the business of Vonage as conducted by Vonage on the Termination Date or services which were sold by the Company on the date of Cessation of Service, anywhere within the termination of Employee's employment, “Territory,” that term meaning within 50 miles of any location where the Company both has an office United States and Canada in those States and provinces (or States and provinces contiguous thereto) in which Vonage conducts or is substantially prepared to conduct its business on the Termination Date or on the date of the termination Cessation of Employee's employment;Service; but
(ii1) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants this shall not be deemed to prohibit Employee preclude JC from acquiring as an investment not more than two percent (2%) of the capital stock of a competing businessengagement by any person, whose stock is traded on a national securities exchange firm, business enterprise, or through the automated quotation system of a registered securities association.
(c) It is further agreed corporation that, in whole or in part, competes with the event that Employee shall cease to be employed by business of Vonage on the Company Termination Date or the date of Cessation of Service, if (x) JC’s engagement does not relate directly to, and enters into JC is not actively involved in, such competitive business or (y) such business is a business (i) that Vonage first entered after the Termination Date, and (ii) that was being actively conducted by JC on the date Vonage entered it, and
(2) nothing contained in this Section shall be deemed to prohibit JC from acquiring or pursues other activities holding, solely for investment, publicly traded securities of any corporation that, in whole or in part, competes with the business of Vonage on the Termination Date or on the date of termination Cessation of Employee's employmentService, provided such securities do not, in the aggregate, constitute more than five percent (5%) of any class or series of outstanding securities of such corporation;
(B) engage in any business, for their own account, competitive with the business of Vonage, as conducted by Vonage on the Termination Date or on the date of Cessation of Service;
(C) become interested in any business competitive with the business of Vonage, as conducted by Vonage on the Termination Date or on the date of Cessation of Service; or
(D) interfere with Vonage’s relationship with, or endeavor to employ or entice away from Vonage, any employee, person, firm, corporation, governmental entity or other business organization who, or which JC knew, or could reasonably be expected to have known, is or was an employee, customer or supplier of, or maintained a business relationship with, Vonage at any time (whether before or during the Term), or which Vonage has solicited or prepared to solicit. To avoid doubt, the parties acknowledge that businesses “competitive with the business of Vonage as conducted by Vonage” on the date hereof are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same limited to Voice over Internet Protocol (or a similar“VoIP”) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge VoIP activities that his actions violate the terms of this Section 7, Employee shall not are to be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For regarded as competitive for purposes of this Section 7Non-Compete Agreement, references shall include but not be limited to "Company" shall mean Workflow Managementthe provision, Inc.development, together with its subsidiaries manufacture or sale of VoIP service, software or equipment and affiliatesswitching and routing design. For the purposes avoidance of doubt, nothing in this Agreement, "affiliate" shall mean Non-Compete Agreement is intended to limit or abridge any entity twenty-five percent or more duties JC may have to Vonage as a result of his serving as a member of the stock Board, whether as a matter of which is owned statute, common law or controlled, directly or indirectly, by the Company or any subsidiary of the Companyotherwise.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USOP on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, corporation business, group, or other entity (each, a "Person"):
): (i) engage, in as an officer, director, shareholder, owner, partner, joint venturer, or on a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf Company or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.3
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USOP and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USOP, Employee shall not be chargeable with a violation of this Section 7 if the Company or USOP subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USOP of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references reference to "CompanyUSOP" shall mean Workflow Management, Inc.U.S. Office Products Company, together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During the Term term of your employment and for such a period after of one year from the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated termination of your employment with the Company on an "at will" basis and(by you or the Company), thereafteryou shall not participate in, for a period equal to the longer of (x) one yearsupervise, or manage (yas an employee, consultant, agent, owner, manager, operator, partner, or in any comparable capacity) any “Competing Activities” in your “Territory.” “Competing Activities” means any activities that are the period during which Employee is receiving any severance pay same as or other compensation from similar in function or purpose to those you performed or supervised performance of on behalf of the Company in accordance with the terms two year period preceding your termination if such activities are being undertaken for the benefit of a business (meaning a person, company, or independently operated division or unit of a company) that provides a product or service that would displace one or more 1 For purposes of this Agreement, Employee shall notthe term BioScrip or the Company includes its parent(s), subsidiaries, affiliates, successors, and assigns. An “affiliate” of, or a company or person “affiliated” with, the Company is a person or company that directly or indirectly, for himself through one or on behalf of more intermediaries, controls or in conjunction with any other person, company, partnership, corporation, business, groupis controlled by, or other entity (eachis under common control with, a "Person"):
(i) engagethe Company. Notwithstanding the foregoing, in a competitive capacity, whether as wherever an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee obligation of the Company to you is described or provided for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior in this RC Agreement it shall only apply to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or entity employing you and shall create no obligation on behalf of any competitorCompany entity that is not your employer. of the Company’s business opportunities in the line or lines of the Business in which you participated during the two year period preceding the termination of your employment. Notwithstanding the foregoing, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company nothing herein shall be construed to prohibit ownership as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject passive investor of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more less than two percent (2%) of the capital issued and outstanding stock of a competing business, whose stock publicly held corporation. Your relevant “Territory” is traded on described in Exhibit A. The relevant “Line(s) of the Business” you are expected to participate in are described in Exhibit A. Unless identified as a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, growth area in the event that Employee shall cease to be employed Company’s then current strategic plan, as approved by the Company and enters into a business or pursues other activities that, on Company’s Board of Directors prior to the date of termination of Employee's your employment, are not in competition with the Company, Employee “Competing Activities” shall not be chargeable with a violation include any line of this Section 7 if the Company subsequently enters the same (Business which makes up 10% or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary less of the Company’s total consolidated sales during the twelve (12) month period preceding the termination of your employment.
Appears in 1 contract
Restriction on Competition. (a) During Unless otherwise agreed to in writing by the Term Company, during the Employment Period and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of two (x2) one yearyears, or and in all events for a period of not less than five (y5) the period during which Employee is receiving any severance pay or other compensation years from the Company Effective Time (as defined in accordance with the terms Agreement of this AgreementMerger), Employee shall not, directly or indirectly, for himself Employee or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, group or other entity (each, a "PersonPERSON"):
(i) engage, as an officer, director, shareholder, owner, partner, member or joint venturer or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, consultant or advisor, or as a sales representative, in any business selling any products or services which were sold by relating to the Company on the date field of the termination of Employee's employmentnuclear medicine equipment and related software, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employmentincluding without limitation, products or services relating to positron emission tomography scanners;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management an employee of the Company Company, the Seller or UGM Laboratory for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;, the Seller or UGM Laboratory; or
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company Company, the Seller or UGM Laboratory for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf , the Seller or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeUGM Laboratory.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyTHE COMPANY" shall mean Workflow Management, Inc.ADAC Laboratories, together with its subsidiaries and affiliates. For .
(d) Because of the purposes difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenants may be enforced by the Company in the event of breach by Employee by injunctions and restraining orders.
(e) The parties agree that the foregoing covenants in this Section 7 impose a reasonable restraint on Employee in light of the activities and business of the Company on the date of the execution of this Agreement, "affiliate" shall mean any entity twenty-five percent or more assuming the completion of the stock of which is owned or controlled, directly or indirectly, transactions contemplated by the Company or any subsidiary Agreement of Merger, and the current plans of the Company.
(f) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 7 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, such time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(g) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants; PROVIDED, that upon the failure of the Company to make any payments required under this Agreement, Employee may, upon thirty (30) days' prior written notice to the Company, and to the extent the Company continues to fail to make such required payments, waive Employee's right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the two (2) year and five (5) year periods stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company and its officers, directors, employees and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of these covenants.
(i) The parties hereby agree that the covenants set forth in this Section 7 are a material and substantial part of the transactions contemplated by this Agreement, supported by adequate consideration.
Appears in 1 contract
Sources: Merger Agreement (Adac Laboratories)
Restriction on Competition. (a) During Unless otherwise agreed to in writing by the Term Company, during the Employment Period and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of two (x2) one yearyears, or and in all events for a period of not less than five (y5) the period during which Employee is receiving any severance pay or other compensation years from the Company Effective Time (as defined in accordance with the terms Agreement of this AgreementMerger), Employee shall not, directly or indirectly, for himself Employee or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, group or other entity (each, a "PersonPERSON"):
(i) engage, as an officer, director, shareholder, owner, partner, member or joint venturer or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, consultant or advisor, or as a sales representative, in any business selling any products or services which were sold by relating to the Company on the date field of the termination of Employee's employmentnuclear medicine equipment and related software, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employmentincluding without limitation, products or services relating to positron emission tomography scanners;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management an employee of the Company Company, UGM Laboratory or the Seller for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;, UGM Laboratory or the Seller; or
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company Company, UGM Laboratory or the Seller for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf , UGM Laboratory or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeSeller.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 78, references to "the Company" shall mean Workflow Management, Inc.ADAC Laboratories, together with its subsidiaries and affiliates. For .
(d) Because of the purposes difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Employee agrees that the foregoing covenants may be enforced by the Company in the event of breach by Employee by injunctions and restraining orders.
(e) The parties agree that the foregoing covenants in this Section 8 impose a reasonable restraint on Employee in light of the activities and business of the Company on the date of the execution of this Agreement, "affiliate" shall mean any entity twenty-five percent or more assuming the completion of the stock of which is owned or controlled, directly or indirectly, transactions contemplated by the Company or any subsidiary Agreement of Merger, and the current plans of the Company.
(f) The covenants in this Section 8 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. If any provision of this Section 8 relating to the time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, such time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(g) All of the covenants in this Section 8 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants; PROVIDED that upon the failure of the Company to make any payments required under this Agreement, Employee may, upon thirty (30) days' prior written notice to the Company, and to the extent the Company continues to fail to make such required payments, waive Employee's right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 8. It is specifically agreed that the two (2) year and five (5) year periods stated at the beginning of this Section 8, during which the agreements and covenants of Employee made in this Section 8 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 8.
(h) Employee has carefully read and considered the provisions of this Section 8 and, having done so, agrees that the restrictive covenants in this Section 8 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company and its officers, directors, employees and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of these covenants.
(i) The parties hereby agree that the covenants set forth in this Section 8 are a material and substantial part of the transactions contemplated by this Agreement, supported by adequate consideration.
Appears in 1 contract
Sources: Merger Agreement (Adac Laboratories)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one (1) year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person Person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two one percent (21%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association, and (ii) serving as the Chairman of ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During The restriction on competition in this paragraph extends to all geographic areas within the Term Territory. Employee agrees that, during Employee’s employment with Company and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of [two years]10 [one year]11 after termination of Employee’s employment with Company for any reason (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms regardless of this Agreementwho initiates such termination), Employee shall will not directly or indirectly compete with Company or Company’s Business within the Territory. This agreement not to compete means Employee will not, directly or indirectly, for himself or on behalf of or in conjunction with any among other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacitythings, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisorowner, officer, director, stockholder, partner, or sales representative, in any other capacity (1) be affiliated with any business selling competitive with Company or Company’s Business within the Territory or (2) solicit orders as an agent for any products product or service that is competitive with any product or services which were sold provided by Company or Company’s Business within the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services Territory. Nothing in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants this Section 2.b. shall not be deemed to prohibit Employee from acquiring as an investment not more being a passive owner of less than two percent (2%) 5% of the capital stock outstanding equity of any entity. In addition, following Employee’s termination of employment, nothing herein or
8 Option 1 9 Option 2 10 Option 1 11 Option 2 otherwise shall prevent or prohibit Employee from having an equity interest in, or providing services to, (x) a competing business, whose stock is traded on a national securities exchange private equity or through the automated quotation system of a registered securities association.
(c) It is further agreed that, hedge fund that has investments in the event that Business, (y) a subsidiary, division or affiliate of an entity engaged in the Business as long as such subsidiary, division or affiliate does not engage in competition with Company in a manner prohibited hereunder for Employee shall cease to be employed by it if it were a stand-alone company or (z) a company that engages in the Company and enters into a business or pursues other activities Business, but derives less than 5% of such company’s annual gross revenue from the Business; provided that, on in each of clauses (x), (y), or (z), Employee does not provide services, directly or indirectly, to the date Business and does not have any direct reports who provide services, directly or indirectly, to the Business, it being understood that, for purposes of termination of Employee's employment, are not in competition with the Company(z) above, Employee shall not be chargeable with a violation of this Section 7 considered to be providing direct or indirect services to the Business if the Company subsequently enters person in charge of the same (Business is not Employee or a similar) competitive business or activity or commences competitive operations within 50 miles direct report of Employee. [Notwithstanding anything in this Agreement to the Employee's new business or activities. In additioncontrary, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee Agreement shall not be deemed construed in any way to have breached the restrictive covenants contained herein iflimit or restrict Employee’s right to practice law in any jurisdiction, promptly after being notified by the Company of such breachincluding, Employee ceases the prohibited actions.
(d) For purposes of this Section 7without limitation, references as in-house legal counsel to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or company in any subsidiary of the Company.industry.]12
Appears in 1 contract
Sources: Restrictive Covenant Agreement (Compass Minerals International Inc)
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation Severance Compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on including without limitation the date importing, brokerage, shipping or marketing of floral products, or any business engaging in the consolidation of the termination of Employee's employmentfloral industry, within 50 miles the United States of any location where America or the Company both has an office and conducts business on European Community (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or Person that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "the Company" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company of such covenants; provided, that upon -------- the failure of the Company to make any payments required under this Agreement, the Employee may, upon 30 days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any subsidiary competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company, and its respective officers, directors, employees, and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business, and locations of the Company throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term Executive agrees that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of eighteen (x18) one year, or (y) the period during which Employee is receiving any severance pay or other compensation months from the Company in accordance date of Executive’s termination of employment with the terms Company, irrespective of this Agreementthe reasons for termination, Employee Executive shall not, directly or indirectly, for himself or on behalf and regardless of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether Executive is acting as an owner, partner, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, partnerconsultant or in any other capacity, shareholderdo any of the following:
(1) Own, joint venturermanage, employeeoperate, independent contractorjoin, consultantcontrol, advisorconsult with, participate in the ownership, operation or control of, be employed by, or sales representative, be connected in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon manner with any person who isor entity which manufactures, at that timesells, a salessolicits, supervisoryoffers, offers to provide, or management employee of the Company for the purpose or provides any Competitive Products and Services, unless such employment is by a large diversified entity and on a basis such that Executive will have no involvement whatsoever with the intent provision of enticing such employee away from or out of Competitive Products and Services during the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesRestricted Period. For the purposes of this Agreement, "affiliate" Competitive Products and Services shall mean include all products and services similar to or the same as those offered by Company to its customers involving advanced medical visualization and analysis software technologies beyond MIP (Minimum Intensity Projection) and MPR (Multi Planar Reformation) that allow for RG Executive MC Company analysis, manipulation, and distribution of images, such as radiological studies, in 2D, 3D and 4D. This restriction applies worldwide, and Executive agrees and acknowledges a worldwide restriction is reasonable in scope given the Company’s worldwide territory;
(2) Solicit customers or the business of any person, firm, corporation or other entity twenty-five percent who is or more who was a customer or account of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of Company’s affiliates and subsidiaries while Employee was employed by Company, including but not limited to resellers or distributors of Company products or services, or accept business from any person, firm, corporation or other entity who is or who was a customer or account of Company or any of Company’s affiliates and subsidiaries while Executive was employed by Company, for the purpose of selling to such customer or account any Competitive Product or Service; and
(3) Induce or seek to induce any person employed with Company or its affiliates as of the Separation Date to discontinue that person’s employment with Company and/or solicit, recruit, hire or participate in any other person’s or entity’s effort to hire an employee of Company.
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities associationassociation or (ii) owning an interest in a business known as Webvelope and Rolls Offset.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During Unless otherwise agreed to in writing by the Term Company, during the Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold in direct competition with the Company's travel business, including the development, manufacture, marketing and transfer, whether by sale or license, of software exclusively for use in travel businesses (collectively, the Company on the date of the termination of Employee's employment"Travel Business"), within 50 100 miles of any location where the Company both has an office and conducts business on the date of Travel Business (the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a sales, supervisory, managerial or management information systems employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;; or
(iii) call upon any person Person who is or that is, at that time, or has been, within one year prior to that time, a customer of the Company Travel Business within the Territory for the purpose of soliciting or selling information system products or information system services related to the provision of travel bookings or reservations in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by Travel Business within the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeTerritory.
(b) In the event the Employee's employment is terminated without cause by the Company, the foregoing covenants shall apply only during the period in which the Employee is receiving severance pay from the Company.
(c) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent one (21%) percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(cd) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyTravel Business, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(de) For purposes of this Section 7, references to "the Company" shall mean Workflow ManagementNavigant International, Inc., together with its subsidiaries and affiliates.
(f) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(g) If the time period specified by this Section 7 shall be reduced by law or court decision, then, notwithstanding the provisions of Section 6 above, Employee shall be entitled to receive from the Company his base salary at the rate then in effect solely for the longer of (i) the time period during which the provisions of this Section 7 shall be enforceable under the provisions of such applicable law, or (ii) the time period during which Employee is not engaging in any competitive activity, but in no event longer than the applicable period provided in Section 6 above.
(h) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall mean any entity twenty-five percent or more of not constitute a defense to the stock of which is owned or controlled, directly or indirectly, enforcement by the Company or of such covenants; provided, however, that upon the failure of the Company to make any subsidiary payments required under this Agreement, the Employee may, upon thirty (30) days' prior written notice to the Company, waive his right to receive any additional compensation pursuant to this Agreement and engage in any activity prohibited by the covenants of this Section 7. It is specifically agreed that the period of two (2) years stated at the beginning of this Section 7, during which the agreements and covenants of Employee made in this Section 7 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Section 7.
(i) Employee has carefully read and considered the provisions of this Section 7 and, having done so, agrees that the restrictive covenants in this Section 7 impose a fair and reasonable restraint on Employee and are reasonably required to protect the interests of the Company, and their respective officers, directors, employees and stockholders. It is further agreed that the Company and Employee intend that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Company throughout the term of these covenants.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or USFloral on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentor USFloral, within 50 miles of any location where the Company both has an office and conducts business on United States (the date of the termination of Employee's employment"Territory");
(ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company or USFloral for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or USFloral;
(iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company or USFloral within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or USFloral within the Territory; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company or USFloral was either called upon by the Company or USFloral as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeor USFloral.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or USFloral and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the CompanyCompany or USFloral, Employee shall not be chargeable with a violation of this Section 7 if the Company or USFloral subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activitiesactivity. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or USFloral of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "CompanyUSFloral" shall mean Workflow ManagementU.S.A. Floral Products, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from (i) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association; or (ii) engaging in the practice of law.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-twenty- five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During the Term Term, and for such period after the Term that thereafter, if Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis andbasis, thereafterfor the duration of such period, and thereafter for a period equal to the longer of (x) one yeartwo years, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this AgreementCompany, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
): (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a competitive managerial capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by in direct competition with the Company on the date of the termination of Employee's employmentCompany, within 50 100 miles of any location where the Company both has an office and conducts business on (the date of the termination of Employee's employment;
"Territory"); (ii) call upon any person Person who is, at that time, a saleswithin the Territory, supervisory, or management an employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
; (iii) call upon any person Person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany within the Territory; or
or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person Person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledgeCompany.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two one percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employmentat such time, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 100 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" the Company shall mean Workflow Management, Inc.U.S. Office Products Company, together with its subsidiaries and affiliates.
(e) The covenants in this Section 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. For If any provision of this Section 7 relating to the purposes time period or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction to exceed the maximum time period or geographic area, as applicable, that such court deems reasonable and enforceable, said time period or geographic area shall be deemed to be, and thereafter shall become, the maximum time period or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
(f) All of the covenants in this Section 7 shall be construed as an agreement independent of any other provision in this Agreement, "affiliate" shall mean and the existence of any entity twenty-five percent claim or more cause of the stock action of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of Employee against the Company., whether predicated on this Agreement or otherwise, shall not constitute a defense to the 4
Appears in 1 contract
Restriction on Competition. (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company or WMI on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
(i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company or WMI for the purpose or with the intent of enticing such employee away from or out of the employ of the CompanyCompany or WMI;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the CompanyCompany or WMI; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company or WMI as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company or WMI with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company or WMI and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the CompanyCompany or WMI, Employee shall not be chargeable with a violation of this Section 7 if the Company or WMI subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company or WMI of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" and "WMI" shall mean Workflow Management, Inc., together with its include subsidiaries and affiliatesaffiliates of such entities. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.
Appears in 1 contract
Restriction on Competition. (a) During The Executive agrees that if the Term and for such period after Executive were to become employed by, or substantially involved in, the Term that Employee continues to be employed by business of a competitor of the Company and/or or any other entity owned by of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or affiliated use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Company on an "at will" basis and, thereafter, Period of Employment and for a period of time after the Severance Date equal to the longer of (x) one yearSeverance Period, the Executive will not directly or (y) indirectly through any other Person engage in, enter the period during which Employee is receiving employ of, render any severance pay services to, have any ownership interest in, nor participate in the financing, operation, management or other compensation from the Company in accordance with the terms control of, any Competing Business. For purposes of this Agreement, Employee shall not, the phrase “directly or indirectly, for himself or on behalf of or in conjunction with indirectly through any other personPerson engage in” shall include, companywithout limitation, partnership, corporation, business, group, any direct or other entity (each, a "Person"):
(i) engage, indirect ownership or profit participation interest in a competitive capacitysuch enterprise, whether as an owner, officerstockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, partnerofficer, shareholder, joint venturer, employee, independent contractor, consultant, advisor, licensor of technology or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment;
(ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company;
(iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or
(iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge.
(b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions.
(d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliatesotherwise. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent “Competing Business” means a Person anywhere in the continental United States or more of elsewhere in the stock of which is owned or controlled, directly or indirectly, by world where the Company or any subsidiary of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the sale, distribution, or manufacture of medical devices used for the treatment of cancer and/or peripheral vascular disease; provided however that the term Competing Business shall apply only to any business unit within a Person that is itself engaged in such business. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the Companyoutstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.
Appears in 1 contract