Loyal And Conscientious Performance Noncompetition Clause Example with 12 Variations from Business Contracts
This page contains Loyal And Conscientious Performance Noncompetition clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. 2.2 Covenant Not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its ...Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph.View More
Variations of a "Loyal And Conscientious Performance Noncompetition" Clause from Business Contracts
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's your employment by the Company, the Executive you shall devote the Executive's your full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's your duties under this Agreement. 2.2 Covenant Not Agreement; provided that, you shall not be precluded from engaging in civic, charitable or religious activities which do not present any conflict of interest with the Company or affect your performance of d...uties for the Company. Notwithstanding the above, you will be allowed to Compete. maintain your existing board seat at Xenoport, Inc., as well as one future corporate board seat, subject to review and agreement by the Company in its discretion at a future date. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive you will not, during his employment by the term of this Agreement, and any period during which you are receiving compensation or any other consideration from the Company, including, but not limited to, severance pay pursuant to Section 6 herein, engage in competition with the Company and/or any of its Affiliates, Company, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. Company. During the term of this agreement, the Executive agrees Agreement, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive you to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Company. Ownership by the Executive, you, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on the Nasdaq Stock Market or in the over-the-counter market shall not constitute a breach of this paragraph. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's your employment by the Company, the Executive Company you shall devote the Executive's your full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's your duties under this Agreement. 2.2 Covenant Not not to Compete. Except with the express prior written consent of the Board, which shall not be unreasonably withheld, the Executive Company, you will not, during his employment by the term of this A...greement or during any period during which you are receiving Severance Benefits (as defined below) from the Company, engage in competition with the Company and/or any of its Affiliates, affiliates, subsidiaries or joint ventures currently existing or which shall be established during your employment by the Company (collectively, "Affiliates") either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not not to Participate in Company's Competitors. Maintain Conflicts of Interest. During your employment by the term of this agreement, the Executive agrees Company, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive you to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, you, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange exchange, including, but not limited to, any market of the NASDAQ Stock Market, or publicly traded in the over-the-counter market shall not constitute a breach of the foregoing Section 2.2 or this paragraph. Section 2.3. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and the terms of the Non-Disclosure and Assignment Agreement (as defined below) and provided that such activities do not materially interfere with the performance of t...he Executive's duties under this Agreement, the Executive may participate in the activities listed on Exhibit A attached hereto as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. For the avoidance of doubt, notwithstanding other activities in which the Executive may engage during the Term under the immediately preceding sentence, the Executive's employment with the Company is intended to be full-time. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of his employment with the prior written consent Company he will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if he were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and the Noncompetition Period (as defined below), the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, -2- stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or at the time of his separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement: (i) "Noncompetition Period" means the period of twelve (12) months following the termination of the Executive's employment for any reason; and (ii) "Field of its Affiliates. Use" means the field of companion animal therapeutics. The Executive acknowledges and agrees that because of the global scope of the Company's business, this restriction shall cover the United States of America and Europe. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of his employment for any reason, he shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, for the period during which the Executive serves as a member of the Board, be deemed to be and qualify as a "director" and, at all times during the Term of this Agreement, be deemed to be and qualify as an "officer", in each case, for purposes of Article IX of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of directors and officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and the terms of the Non-Disclosure and Assignment Agreement (as defined below) and provided that such activities do not materially interfere with the performance of t...he Executive's duties under this Agreement, the Executive may participate in the activities listed on Exhibit A attached hereto, as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. For the avoidance of doubt, notwithstanding other activities in which the Executive may engage during the Term under the immediately preceding sentence, the Executive's employment with the Company is intended to be full-time. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of her employment with the prior written consent Company she will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if she were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and the Noncompetition Period (as defined below), the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or at the time of her separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement: (i) "Noncompetition Period" means the period of six (6) months following the termination of the Executive's employment for any reason; and (ii) "Field of its Affiliates. Use" means the field of companion animal therapeutics. The Executive acknowledges and agrees that because of the global scope of the Company's business, this restriction shall cover the United States of America and Europe. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is -2- controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of her employment for any reason, she shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, at all times during the Term of this Agreement, be deemed to be and qualify as an "officer" for purposes of Article IX of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's your employment by the Company, the Executive Company you shall devote the Executive's your full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's your duties under this Agreement. 2.2 Covenant Not not to Compete. Except with the prior written consent of the Company's Board, which shall not be unreasonably withheld, the Executive you will not, while employed by the Company, or during his emplo...yment by any period during which you are receiving compensation or any other consideration from the Company, engage in competition with the Company and/or any of its Affiliates, affiliates, subsidiaries, or joint ventures currently existing or which shall be established during your employment by the Company (collectively, "Affiliates") either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not not to Participate in Company's Competitors. During your employment by the term of this agreement, the Executive agrees Company, you agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive you to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, you, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on the Nasdaq Stock Market or in the over-the-counter market shall not constitute a breach of this paragraph. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and provided that such activities do not materially interfere with the performance of the Executive's duties under this Agreement, the Executive may participate in the... activities listed on Exhibit A attached hereto, as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is nationwide in scope. The Executive further acknowledges and agrees that during the course of her employment with the prior written consent Company she will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if she were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and for six (6) months following the termination of her employment for any reason, the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or any at the time of its Affiliates. her separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement, "Field of Use" means the development of companion animal therapeutic products. The Executive acknowledges and agrees that because of the nationwide scope of the Company's business, this restriction shall be nationwide. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive 2 does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of her employment for any reason, she shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, at all times during the Term of this Agreement, be deemed to be and qualify as an "executive officer" for purposes of Article XI of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of executive officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and provided that such activities do not materially interfere with the performance of the Executive's duties under this Agreement, the Executive may participate in the... activities listed on Exhibit A attached hereto, as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is nationwide in scope. The Executive further acknowledges and agrees that during the course of her employment with the prior written consent Company she will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if she were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and the Noncompetition Period (as defined below), the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or at the time of her separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement: (i) "Noncompetition Period" means the period of six (6) months following the termination of the Executive's 2 employment for any reason; and (ii) "Field of its Affiliates. Use" means companion animal therapeutic products marketed, developed or manufactured by the Company, including any potential products with respect to which the Company is actively engaged in in-licensing discussions as of the commencement of the Noncompetition Period, or such products known to the Executive to be under development by the Company. The Executive acknowledges and agrees that because of the nationwide scope of the Company's business, this restriction shall be nationwide. For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of her employment for any reason, she shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, at all times during the Term of this Agreement, be deemed to be and qualify as an "executive officer" for purposes of Article XI of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of executive officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that, subject to Section 2.2 and Section 2.3 and provided that such activities do not materially interfere with the performance of the Executive's duties under this Agreement, the Executive may participate in the... activities listed on Exhibit A attached hereto, as well as charitable, community or civic activities, and any other activities that may be disclosed by the Executive in writing in advance to, and approved by, the Board after the date hereof. 2.2 Covenant Not to Compete. Except The Executive acknowledges and agrees that the business of the Company is global in scope. The Executive further acknowledges and agrees that during the course of his employment with the prior written consent Company he will learn confidential information relating to the Company and its business and business strategies and will develop business relationships on behalf of the Board, which Company at the Company's expense. The Executive acknowledges and agrees that if he were to divert this information and the relationships to a competitor, the Company would suffer irreparable harm to its business and goodwill in an amount that cannot be readily quantified. Accordingly, the Executive agrees that during the Term and the Noncompetition Period (as defined below), the Executive shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, Affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, consultant or member of any association or otherwise, in any phase of the business of developing, manufacturing and licensing, manufacturing, distributing or marketing of products or services which that are in the same field Field of use Use (as defined below) or which are otherwise compete in competition with the products actual or services or proposed reasonably anticipated products or services of the Company and/or at the time of his separation from the Company, except with the prior written consent of the Board. For purposes of this Agreement: (i) "Noncompetition Period" means the period of six (6) months following the termination of the Executive's employment for any reason; and (ii) "Field of its Affiliates. Use" means companion animal therapeutic products marketed, developed or manufactured by the Company, including any potential products with respect to which the Company is actively engaged in in-licensing discussions as of the commencement of the Noncompetition Period, or such products known to the Executive to be under development by the Company. The Executive acknowledges and agrees that because of the global scope of the Company's business, this restriction shall cover the United States of America and Europe. -2- For purposes of this Agreement, "Affiliate" means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity. 2.3 Agreement Not to Participate in Company's Competitors. During the term of this agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known Ownership by the Executive to be adverse in professionally managed funds over which the Executive does not have control or antagonistic to the Company, its business discretion in investment decisions or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, investment of less than two percent (2%) of the outstanding shares of capital stock of any corporation identified on Exhibit C attached hereto or with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph. Section 2.2. 2.3 Covenant Not To Solicit. The Executive agrees that during the Term and for one (1) year following the termination of his employment for any reason, he shall not, directly or indirectly, solicit or recruit any employees of the Company to terminate their work for the Company or to perform services in competition with the Company. 2.4 Acknowledgement Regarding Indemnification. The Company and the Executive expressly acknowledge and agree that the Executive shall, at all times during the Term of this Agreement, be deemed to be and qualify as an "executive officer" for purposes of Article XI of the Company's bylaws as in effect as of the Effective Date and shall be entitled to all of the rights and remedies relating to the indemnification of executive officers of the Company pursuant thereto. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement; provided, however, that (i) Executive may continue to serve on the board of directors of Asuragen, Inc. and Aegea Biotechnologies, Inc., (ii) Executive may consult with or serve on the board of directors of other companies which are non-compe...titive with the Company if (1) Executive provides prior written notice to the Company of his intent to provide such services to another company, and (2) such service is approved by the Executive Chairman or the Board in their sole discretion, (iii) the Company acknowledges that Executive owns and manages Aegea Biotechnologies, Inc. ("Aegea") and (iv) the ownership and management of Aegea shall not constitute a breach of Sections 2.2 or 2.3 of this Agreement; provided that such ownership and management do not interfere with Executive's duties under this Agreement. 2.2 Covenant Not not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive will not, during his employment by the Term, and any period during which the Executive is receiving compensation or any other consideration from the Company, including, but not limited to, severance pay, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. Affiliates (as defined below). For purposes of this Agreement, "Affiliate" means, with respect to means any specific entity, any subsidiary or other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by the Company or is under common control with such specified entity. any entity that holds a majority of the voting capital stock of the Company. 2.3 Agreement Not not to Participate in Company's Competitors. During the term of this agreement, Term, and any period during which the Executive is receiving any compensation or consideration from the Company, including, but not limited to, severance pay, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) 2% of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on an automated quotation system or in the over-the-counter market 2 market, or as an indirect, passive investment in a private company through a venture capital or similar fund, shall not constitute a breach of this paragraph. paragraph or Section 2.2 herein. View More
Loyal And Conscientious Performance Noncompetition. 2.1 Loyalty. During the Executive's employment by the Company, the Executive shall devote the Executive's full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive's duties under this Agreement. Agreement; provided, however, that Executive may consult with or serve on the board of directors of other companies which are non-competitive with the Company if (i) Executive provides prior written notice to the Company of his intent to prov...ide such services to another company, and (ii) such service is approved by the Executive Chairman, the CEO if and when appointed or the Board in their sole discretion (such approval is intended to confirm the other company is non-competitive). 2.2 Covenant Not not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive will not, during his employment by the Term, and any period during which the Executive is receiving compensation or any other consideration from the Company, including, but not limited to, severance pay, engage in competition with the Company and/or any of its Affiliates, Affiliates (as defined below), either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. Affiliates (as defined below). For purposes of this Agreement, "Affiliate" means, with respect to means any specific entity, any subsidiary or other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by the Company or is under common control with such specified entity. any entity that holds a majority of the voting capital stock of the Company. 2.3 Agreement Not not to Participate in Company's Competitors. During the term of this agreement, Term, and any period during which the Executive is receiving any compensation or consideration from the Company, including, but not limited to, severance pay, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates. Ownership by the Executive, as a passive investment, of less than two percent (2%) 2% of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed 2 on a national securities exchange or publicly traded on an automated quotation system or in the over-the-counter market market, or as an indirect, passive investment in a private company through a venture capital or similar fund, shall not constitute a breach of this paragraph. paragraph or Section 2.2 herein. View More
