Grouped Into 63 Collections of Similar Clauses From Business Contracts
This page contains Non-Competition clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Non-Competition. Sands agrees that during (i) the Term; (ii) the one (1) year period following the effective date of termination of this Agreement by Sands pursuant to Paragraph 7(c) (Voluntary Termination); and (iii) the one (1) year period following the effective date of termination by the Corporation pursuant to Paragraph 8 (Termination For Cause), he shall not, directly or indirectly, be employed or otherwise engaged to provide services to any food manufacturer operating in the United States of America which... is directly competitive with any significant activities conducted by the Corporation or its subsidiaries or other Affiliates whose principal business operations are in the United States of America. Sands agrees that his entitlement to the benefits set forth in Paragraph 7(a) above is contingent upon his compliance with the requirements of this Paragraph.View More
Non-Competition. Sands Cantwell agrees that during (i) the Term; (ii) the one (1) year period following the effective date of termination of this Agreement by Sands Cantwell pursuant to Paragraph Section 7(c) (Voluntary Termination); and (iii) the one (1) year period following the effective date of termination by the Corporation pursuant to Paragraph Section 8 (Termination For Cause), he shall not, directly or indirectly, be employed or otherwise engaged to provide services to any food manufacturer operating in ...the United States of America which is directly competitive with any significant activities conducted by the Corporation or its subsidiaries or other Affiliates whose principal business operations are in the United States of America. Sands Cantwell agrees that his entitlement to the benefits set forth in Paragraph Section 7(a) above is contingent upon his compliance with the requirements of this Paragraph. Section. View More
Non-Competition. (a) While the Employee is employed by the Company and for a period of one year after the termination or cessation of such service for any reason, the Employee will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venture, investor, lender, consultant, or in any other capacity whatsoever (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly held company), devel...op, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company while the Employee was contracted by the Company; or (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Employee while contracted by the Company. (b) If the Employee violates the provisions of Section 9(a), the Employee shall continue to be bound by the restrictions set forth in Section 9(a) until a period of one year has expired without any violation of such provisions.View More
Non-Competition. (a) While the Employee is employed by the Company and for a period of one year after the termination or cessation of such service employment for any reason, the Employee will not directly or indirectly: (i) as an individual proprietor, partner, stockholder, officer, employee, director, joint venture, venturer, investor, lender, consultant, or in any other capacity whatsoever (other than as the holder of not more than one percent of the combined voting power of the outstanding stock of a publicly... held publicly-held company), develop, design, produce, market, sell or render (or assist any other person in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by the Company company while the Employee was contracted employed by the Company; or (ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Employee while contracted employed by the Company. (b) If the Employee violates the provisions of Section 9(a), paragraph 6(a), the Employee shall continue to be bound by the restrictions set forth in Section 9(a) paragraph 6(a) until a period of one year has expired without any violation of such provisions. 3 7. Non-Solicitation. (a) While the Employee is employed by the Company and for a period of one year after the termination or cessation of such employment for any reason, the Employee will not directly or indirectly recruit, solicit or hire any employee of the Company, or induce or attempt to induce any employee of the Company to terminate his employment with, or otherwise cease his relationship with, the Company. (b) If the Employee violates the provisions of paragraph 7(a), the Employee shall continue to be bound by the restrictions set forth in paragraph 7(a) until a period of one year has expired without any violation of such provisions. View More
Non-Competition. Seller hereby acknowledges that Buyer has expended significant time and funds relating to the acquisition of the Acquired Assets from Seller. Seller hereby agrees that so long as Buyer has not forwarded Seller a Cessation of Development Determination pursuant to Section 6.2, or a General Development Termination pursuant to Section 6.3, but in no event after the five year anniversary of the Closing Date, so long as Buyer is not in default of its obligations under this Agreement, Seller shall not ...engage in the development of any Intellectual Property that would directly or indirectly infringe on, or reduce the value of, the Acquired Assets (collectively, the "Infringing Intellectual Property"). In the event that Seller develops any Infringing Intellectual Property, whether on his own behalf or on behalf of a third party, Seller hereby warrants and agrees that all Infringing Intellectual Property shall be deemed to be a "work for hire," as such term is defined under United States law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include materials subject to copyright, patent, trade secret, or other proprietary rights protection, Seller hereby assigns to Buyer all rights, title, and interest in and to all such materials. To the extent Seller has any rights in the same, Seller hereby waives all enforcement of such rights. Without limiting any other provisions of this Agreement, the provisions of this Section 9 are severable. If any provision is deemed to be invalid, void or unenforceable, the remaining provisions shall not as a result be invalidated.View More
Non-Competition. Seller hereby acknowledges that Buyer has expended significant time and funds relating to the acquisition of the Acquired Assets from Seller. Seller hereby agrees that so long as Buyer has not forwarded Seller a Cessation of Development Determination pursuant to Section 6.2, or a General Development Termination pursuant to Section 6.3, but in no event after the five year anniversary of the Closing Date, so long as Buyer is not in default of its obligations under this Agreement, Seller shall not ...engage in the development of any Intellectual Property that would directly or indirectly infringe on, or reduce the value of, the Acquired Assets (collectively, the "Infringing Intellectual Property"). In the event that Seller develops any Infringing Intellectual Property, whether on his own behalf or on behalf of a third party, Seller hereby warrants and agrees that all Infringing Intellectual Property shall be deemed to be a "work for hire," as such term is defined under United States law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include materials subject to copyright, patent, trade secret, or other proprietary rights protection, Seller hereby assigns to Buyer all rights, title, and interest in and to all such materials. To the extent Seller has any rights in the same, Seller hereby waives all enforcement of such rights. Without limiting any other provisions of this Agreement, the provisions of this Section 9 are severable. If any provision is deemed to be invalid, void or unenforceable, the remaining provisions shall not as a result be invalidated. 13 Portions of this exhibit marked [****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission. View More
Non-Competition. In consideration of the mutual promises contained in this Agreement, the sufficiency of which is acknowledged by the parties, Executive agrees that during the term of her employment and for a period of twelve (12) calendar months after termination of employment from the Company (whether voluntary or involuntary), Executive shall not, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise: (a) Become associated or af...filiated with, employed by, or financially interested in any business operation which competes in the business currently engaged in by Company. (The phrase "business currently engaged in by the Company" includes, but is not limited to, the type of activities in which the Company was engaged during Executive's tenure, such as designs and delivers high performance connectivity adapters for computer and telecommunication networks.) (b) Solicit or attempt to solicit the business or patronage of any person, firm, corporation, partnership, association, department of government or other entity with whom the Company has had any contact during a period of twelve (12) calendar months preceding the date of this Agreement ("Customers"), or otherwise induce such Customers to reduce, terminate, restrict or otherwise alter business relationships with the Company in any fashion; or, (c) In any way solicit or attempt to solicit the business or patronage of any Customers. (d) The parties intend the above restrictions on competition to be completely severable and independent, and any invalidity or unenforceability of any one or more such restrictions shall not render invalid or unenforceable any one or more restrictions. Page 5 12. Limitations on Scope. In recognition of the broad geographic scope of the Company's business and the ease of competing with the Company in any part of the United States, the restrictions on competition set forth herein are intended to cover the following geographic areas: (a) The geographic territory identified on the attached Exhibit C; (b) The cities containing a facility or operation owned or managed by the Company; and, (c) A fifty (50) mile radius outside the boundary limits of each such city. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas.View More
Non-Competition. In consideration of the mutual promises contained in this Agreement, the sufficiency of which is acknowledged by the parties, Executive agrees that during the term of her his employment and for a period of twelve (12) calendar months after termination of employment from the Company (whether voluntary or involuntary), Executive shall not, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise: (a) Become associated o...r affiliated with, employed by, or financially interested in any business operation which competes in the business currently engaged in by Company. (The phrase "business currently engaged in by the Company" includes, but is not limited to, the type of activities in which the Company was engaged during Executive's tenure, such as designs and delivers high performance connectivity adapters for computer and telecommunication networks.) Page 5 (b) Solicit or attempt to solicit the business or patronage of any person, firm, corporation, partnership, association, department of government or other entity with whom the Company has had any contact during a period of twelve (12) calendar months preceding the date of this Agreement ("Customers"), or otherwise induce such Customers to reduce, terminate, restrict or otherwise alter business relationships with the Company in any fashion; or, (c) In any way solicit or attempt to solicit the business or patronage of any Customers. (d) The parties intend the above restrictions on competition to be completely severable and independent, and any invalidity or unenforceability of any one or more such restrictions shall not render invalid or unenforceable any one or more restrictions. Page 5 12. Limitations on Scope. In recognition of the broad geographic scope of the Company's business and the ease of competing with the Company in any part of the United States, the restrictions on competition set forth herein are intended to cover the following geographic areas: (a) The geographic territory identified on the attached Exhibit C; (b) The cities containing a facility or operation owned or managed by the Company; and, (c) A fifty (50) mile radius outside the boundary limits of each such city. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas.View More
Non-Competition. During your employment with the Company and for twelve (12) months following the termination of your employment with the Company, you shall not, without the prior written consent of the Board, directly or indirectly, enter into the employment of, render any services to, invest in, lend money to, engage, manage, operate, own or otherwise offer other assistance to, or participate in, as an officer, director, manager, employee, principal, proprietor, representative, stockholder, member, partner, as...sociate, consultant or otherwise, any person or entity that competes, plans to compete or is considering competing with the Company or any of its affiliates in any business of the Company or any of its affiliates existing or proposed at the time you shall cease to perform services hereunder.View More
Non-Competition. During your employment with the Company and for twelve (12) months following the termination of your employment with the Company, you shall not, without the prior written consent of the Board, directly or indirectly, enter into the employment of, render any services to, invest in, lend money to, engage, manage, operate, own or otherwise offer other assistance to, or participate in, as an officer, director, manager, employee, principal, proprietor, representative, stockholder, member, partner, as...sociate, consultant or otherwise, any person or entity that competes, plans to compete or is considering competing with the Company or any of its affiliates in any business of the Company or any of its affiliates existing or proposed at the time you shall cease to perform services hereunder. hereunder; provided that the foregoing shall not prevent you from maintaining a private legal practice or practicing law as a member of a law firm following the termination of your employment with the Company; provided further that, for purposes of this Section 7, a person or entity shall only be deemed to compete with the Company if a primary business of such person or entity is, or intends to be, the ownership of shopping centers and/or regional malls. View More
Non-Competition. (a) For purposes of this Agreement, "Competitor" shall mean any person, company, or entity whose primary business at the time is, or whose then-current business plan contemplates engaging in activities which may be, competitive with products and services that were or were being designed, conceived, marketed, sold, distributed and/or developed by the Company during Employee's employment by the Company or at the time of termination of Employee's employment by the Company. (b) Employee agrees that ...so long as he is employed by the Company, and for a period of twelve (12) months after the termination of his employment, he will not, directly or indirectly, whether for compensation or not, own, manage, operate, join, control, work for, or participate in, or be connected as a stockholder, officer, employee, partner, creditor, guarantor, advisor or otherwise, with a Competitor. The foregoing shall not be construed, however, as preventing Employee from investing his assets in such form or manner as will not require services on the part of Employee in the operations of the businesses in which such investments are made, provided that any such business is publicly owned and the interest of Employee therein is solely that of an investor owning not more than five percent (5%) of the outstanding equity securities of any such business. Should Employee breach the provisions of this Paragraph, the Company shall, in addition to any equitable or legal relief to which it is otherwise entitled, be entitled to cease all payments and benefits under the terms of this Agreement and shall be entitled to pursue all remedies it might have including, but not limited to, those contained in this Agreement. (c) For the period of twelve (12) months after the termination of this Agreement for any reason whatsoever, Employee shall not hire, retain or engage as a director, officer, employee, agent or in any other capacity any person or persons who are employed by the Company or who were at any time (within a period of six (6) months immediately prior to the date of Employee's termination) employed by the Company or otherwise interfere with the relationship between such persons and the Company. (d) If the period of time or area herein specified should be adjudged unreasonable in any court proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by elimination of such portion thereof as deemed unreasonable, so that this covenant may be enforced during such period of time and in such area as is adjudged to be reasonable.View More
Non-Competition. (a) For purposes of this Agreement, "Competitor" shall mean any person, company, or entity whose primary business at competes directly or indirectly with the time is, Company's rigosertib molecule in all its forms directly focused on myelodysplastic syndromes (MDS), or whose then-current business plan contemplates engaging in activities which may be, competitive with products any clinical or preclinical compounds that are intended for health authority (i.e., U.S. Food & Drug Administration and s...ervices that were or were European Medicines Agency) submission being designed, conceived, marketed, sold, distributed and/or developed by the Company during Employee's employment by the Company or at the time of termination of Employee's employment by the Company. Company ("Company Products"). For the avoidance of doubt, a pharmaceutical 5 company will not be deemed a "Competitor," if Employee's responsibilities with such company are not focused on any Company Products. (b) Employee agrees that so long as he is employed by the Company, and for a period of twelve (12) months after the termination of his employment, employment for any reason, he will not, directly or indirectly, whether for compensation or not, own, manage, operate, join, control, work for, or participate in, or be connected as a stockholder, officer, employee, partner, creditor, guarantor, advisor or otherwise, with a Competitor. Competitor, if Employee is performing duties for such Competitor which focus on, or compete with, any Company Product. The foregoing shall not limit or restrict Employee in any way from working for any Competitor or any other company, in any capacity, provided he has no responsibility or involvement with any Company Products. In addition, this Agreement shall not be construed, however, as preventing Employee from investing his assets in such form or manner as will not require services on the part of Employee in the operations of the businesses in which such investments are made, provided that any such business is publicly owned and the interest of Employee therein is solely that of an investor owning not more than five percent (5%) of the outstanding equity securities of any such business. Should Employee breach the provisions of this Paragraph, Section, the Company shall, in addition to any equitable or legal relief to which it is otherwise entitled, be entitled to cease all payments and benefits under the terms of this Agreement and shall be entitled to pursue all remedies it might have including, but not limited to, those contained in this Agreement. (c) For the period of twelve (12) months after the termination of this Agreement for any reason whatsoever, Employee shall not hire, retain or engage as a director, officer, employee, agent or in any other capacity any person or persons who are employed by the Company Company, or who were at any time (within within a period of six (6) three (3) months immediately prior to the date of Employee's termination) termination employed by the Company Company, or otherwise interfere with the relationship between such persons and the Company. The restriction in this Section 5(c) with respect to employees who were at any time within a period of three (3) months immediately prior to the date of Employee's termination employed by the Company shall not apply to any person that was terminated by the Company. (d) If the period of time or area herein specified should be adjudged unreasonable in any court proceeding, then the period of time shall be reduced by such number of months or the area shall be reduced by elimination of such portion thereof as deemed unreasonable, so that this covenant may be enforced during such period of time and in such area as is adjudged to be reasonable. View More
Non-Competition. In view of the substantial harm which would result from a breach by Executive of Sections 9, 10 and 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law as more particularly set forth in Section 12 below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable ...limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.12. NON-DISPARAGEMENT. During the duration of the Term and any Non-competition Period, Executive agrees that he or she shall not, at any time, make derogatory statements about the Company or its affiliates or otherwise disparage the business, name or reputation of the Company or its affiliates.13. REMEDIES. The provisions of Sections 9, 10, 11 and 12 of this Agreement shall survive the termination of this Agreement as set forth therein, regardless of the circumstances or reasons for such termination, and inure to the benefit of Company. The restrictions set forth in Sections 9, 10 and 11 and 12 are considered to be reasonable for the purposes of protecting the business of Company. Company and Executive acknowledge that Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to Company if the covenants contained in Sections 9, 10 and 11 and 12 were not complied with in accordance with their terms. Accordingly, Executive agrees that Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to Company. The Company shall be entitled to receive from Executive reimbursement for reasonable attorneys' fees and expenses incurred by Company in successfully enforcing these provisions to final judgment and Executive shall be entitled to receive from Company reasonable attorney's fees and expenses incurred by Executive in the event Company is found to be not entitled to enforcement of these provisions.14. NOTICES. Any notice required or permitted to be given under this Agreement shall be in writing and sent by an overnight courier service that provides proof of receipt, mailed by registered 10 or certified mail (postage prepaid, return receipt requested) or telecopied to the parties at the addresses below (or to such other address as either party shall designate by like notice):If to Executive: To the address set forth below his or her signature on the signature page hereof. With a copy to: ____________________________________ ____________________________________ ____________________________________ Attention:____________________________ Telephone:___________________________ Facsimile:____________________________ If to Company: Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, FL 33132 Attention: General Counsel Telephone: (305) 539-6000 Facsimile: (305) 539-0562 With a copy to: Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, FL 33132 Attention: Senior Vice President and Chief Human Resource Officer Telephone: (305) 539-6000 Facsimile: (305) 539-0562 15. ENTIRE AGREEMENT; MODIFICATION. 11 (a) This Agreement contains the entire agreement of Company and Executive with respect to the subject matter hereof, and Company and Executive hereby acknowledge and agree that this Agreement supersedes any prior statements, writings, promises, understandings or commitments with respect to the subject matter hereof. (b) No future oral statements, promises or commitments with respect to the subject matter hereof, or other purported modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto.16. ASSIGNMENT. The rights and obligations of Company under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations of Company under this Agreement may be assigned or transferred by Company, except that such rights or obligations may be assigned or transferred pursuant to a merger, consolidation or other combination, reconstruction or amalgamation or a sale or liquidation of all or substantially all of the business and assets of Company. Executive may not assign his or her rights and obligations under this Agreement other than his or her rights to compensation and benefits, which may be transferred only by will or operation of law.17. LEGAL EXPENSES. Each party shall pay for all expenses incurred on its behalf in connection with this Agreement.View More
Non-Competition. In view It is further understood that for a period of 7 days following the substantial harm which would result from a breach by Executive of Sections 9, 10 and 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law as more particularly set forth in Section 12 below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such... court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.12. NON-DISPARAGEMENT. During the duration of the Term and any Non-competition Period, Executive agrees that he or she shall not, at any time, make derogatory statements about the Company or its affiliates or otherwise disparage the business, name or reputation of the Company or its affiliates.13. REMEDIES. The provisions of Sections 9, 10, 11 and 12 execution of this Agreement in duplicate originals, the Executive may revoke this Agreement, and this Agreement shall survive not become effective or enforceable until the termination revocation period has expired. No revocation of this Agreement by the Executive shall be effective unless the Company has received within the 7 day revocation period, written notice of any revocation, all monies received by the Executive under this Agreement and the Executive's Employment Agreement and all originals and copies of this Agreement.13. This Agreement has been entered into voluntarily and not as a result of coercion, duress, or undue influence. The Executive acknowledges that the Executive has read and fully understands the terms of this Agreement and has been advised to consult with an attorney before executing this Agreement. Additionally, the Executive acknowledges that the Executive has been afforded the opportunity of at least 21 days to consider this Agreement.The parties to this Agreement have executed this Agreement as of the day and year first written above.TOYS "R" US, INC. By: _________________________Name:Title: EXECUTIVE ____________________________David J. Schwartz 3 EX-10.49 8 tru201210k-ex1049.htm EMPLOYMENT AGREEMENT BETWEEN TOYS "R" US, INC. AND DAVID J. SCHWARTZ TRU.2012.10K-Ex10.49 Exhibit 10.49EMPLOYMENT AGREEMENTDavid J. SchwartzThis EMPLOYMENT AGREEMENT (the "Agreement") is dated as of December 10, 2012 (the "Execution Date") by and between Toys "R" Us, Inc. (the "Company") and David J. Schwartz (the "Executive").WHEREAS, the Company previously entered into an employment agreement with Executive on November 30, 2010 (the "Prior Agreement") and desires to amend and restate the Prior Agreement as set forth therein, regardless herein.WHEREAS, as of the circumstances or reasons Execution Date, the Company desires to continue to employ Executive and to enter into an agreement embodying the terms of such employment and Executive desires to accept such employment and enter into such an agreement.NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for such termination, other good and inure valuable consideration, the parties agree as follows:1.Term of Employment. Subject to the benefit provisions of Company. The restrictions Section 7 of this Agreement, Executive shall be employed by the Company and designated indirect subsidiaries of the Company (each, a "Subsidiary"), for a period commencing on November 30, 2010 (the "Commencement Date") and ending on the first anniversary of the Commencement Date (the "Initial Term"), on the terms and subject to the conditions set forth in Sections 9, 10 this Agreement. Following the Initial Term, the term of Executive's employment hereunder shall automatically be renewed on the terms and 11 conditions hereunder for additional one year periods commencing on each anniversary of the last day of the Initial Term (the Initial Term and 12 are considered to be reasonable for any annual extensions of the purposes term of protecting the business of Company. Company and Executive acknowledge that Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to Company if the covenants contained in Sections 9, 10 and 11 and 12 were not complied with in accordance with their terms. Accordingly, Executive agrees that Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to Company. The Company shall be entitled to receive from Executive reimbursement for reasonable attorneys' fees and expenses incurred by Company in successfully enforcing these provisions to final judgment and Executive shall be entitled to receive from Company reasonable attorney's fees and expenses incurred by Executive in the event Company is found to be not entitled to enforcement of these provisions.14. NOTICES. Any notice required or permitted to be given under this Agreement shall be in writing and sent by an overnight courier service that provides proof of receipt, mailed by registered 10 or certified mail (postage prepaid, return receipt requested) or telecopied Agreement, subject to the parties provisions of Section 7 hereof, together, the "Employment Term"), unless either party gives written notice of non-renewal at the addresses below (or least 60 days prior to such other address as either party shall designate by like notice):If to Executive: To the address set forth below his or her signature on the signature page hereof. With a copy to: ____________________________________ ____________________________________ ____________________________________ Attention:____________________________ Telephone:___________________________ Facsimile:____________________________ If to Company: Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, FL 33132 Attention: General Counsel Telephone: (305) 539-6000 Facsimile: (305) 539-0562 With a copy to: Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, FL 33132 Attention: Senior Vice President and Chief Human Resource Officer Telephone: (305) 539-6000 Facsimile: (305) 539-0562 15. ENTIRE AGREEMENT; MODIFICATION. 11 (a) This Agreement contains the entire agreement of Company and Executive with respect to the subject matter hereof, and Company and Executive hereby acknowledge and agree that this Agreement supersedes any prior statements, writings, promises, understandings or commitments with respect to the subject matter hereof. (b) No future oral statements, promises or commitments with respect to the subject matter hereof, or other purported modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto.16. ASSIGNMENT. The rights and obligations of Company under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations of Company under this Agreement may be assigned or transferred by Company, except that such rights or obligations may be assigned or transferred pursuant to a merger, consolidation or other combination, reconstruction or amalgamation or a sale or liquidation of all or substantially all of the business and assets of Company. Executive may not assign his or her rights and obligations under this Agreement other than his or her rights to compensation and benefits, which may be transferred only by will or operation of law.17. LEGAL EXPENSES. Each party shall pay for all expenses incurred on its behalf in connection with this Agreement. anniversary. View More
Non-Competition. During the course of Executive's employment with the Company, Executive shall not directly or indirectly own any interest in (other than owning less than 5% of a publicly held company), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative, volunteer or otherwise), consult with, render services for or in any manner engage (whether or not during business hours) anywhere in the Restricted Territories (as defined below) in any business activity t...hat is in any way competitive with the business or demonstrably anticipated business of the Company. Further, Executive will not during the course of his employment with the Company, assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company anywhere in the Restricted Territories. "Restricted Territories" shall mean any county in the State of California or any other state or territory in the United States or any other similar political subdivision in any state or foreign country in which the Company has done business or has actually investigated doing business or where its products are sold or distributed whether or not for compensation.View More
Non-Competition. During the course of Executive's employment with the Company, Executive shall not directly or indirectly own any interest in (other than owning less than 5% of a publicly held company), manage, control, participate in (whether as an officer, director, employee, partner, agent, representative, volunteer or otherwise), consult with, render services for or in any manner engage (whether or not during business hours) anywhere in the Restricted Territories (as defined below) in any business activity t...hat is in any way competitive with the business or demonstrably anticipated business of the Company. Further, Executive will not during the course of his employment with the Company, assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of the Company anywhere in the Restricted Territories. "Restricted Territories" shall mean any county in the State of California or any other state or territory in the United States or any other similar political subdivision in any state or foreign country in which the Company has done business or has actually investigated doing business or where its products are sold or distributed whether or not for compensation. Company. View More
Non-Competition. In consideration of the Option granted to the Participant hereunder, the Participant acknowledges that in the course of the Participant's Service with the Company or its Affiliates the Participant has become and shall become familiar with trade secrets and other Confidential Information concerning the Company and its Affiliates that derive independent economic value from not being generally known, and that the Participant's services 3 have been and shall be of special, unique or extraordinary va...lue to the Company and its Affiliates. Therefore, the Participant agrees that, during the period of the Participant's Service with the Company or its Affiliates and for two (2) years thereafter (the "Restrictive Period"), the Participant shall not engage, directly or indirectly in the Business (as defined in Section 17, below) in any city or within a fifty (50) mile radius of any city in the United States or Brazil in which the Company or its Affiliates currently operate or will operate during the term of this Agreement, or, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render other financial assistance to, or participate in or be connected with, as an officer, director, employee, partner, stockholder, agent, or consultant or otherwise, any Person that competes with the Business; provided, that, for purposes of this Section 9, ownership of securities having no more than two percent (2%) of the outstanding voting power of any publicly traded Business shall not be deemed to be in violation of this Section 9. The Participant expressly agrees and acknowledges that the restrictions contained in this Section 9 are for the purposes of restricting the activities of the Participant only to the extent necessary for the protection of the legitimate business interests of the Company and its Affiliates, and do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant's ability to earn a living. In addition, the Participant agrees and acknowledges that the potential harm to the Company and its Affiliates of their non-enforcement outweighs any harm to the Participant of its enforcement by injunction or otherwise. The Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area. The Restrictive Period shall be extended by the length of any period during which the Participant is in breach of the terms of this Section 9 or Section 10.View More
Non-Competition. In consideration of the Option granted Restricted Stock issued to the Participant hereunder, the Participant acknowledges that in the course of the Participant's Service with the Company or its Affiliates the Participant has become and shall become familiar with trade secrets and other Confidential Information concerning the Company and its Affiliates that derive independent economic value from not being generally known, and that the Participant's services 3 have been and shall be of special, un...ique or extraordinary value to the Company and its Affiliates. Therefore, the Participant agrees that, during the period of the Participant's Service with the Company or its Affiliates and for two (2) years thereafter (the "Restrictive Period"), the Participant shall not engage, directly or indirectly in the Business (as defined in Section 17, below) in any city or within a fifty (50) mile radius of any city in the United States or Brazil in which the Company or its Affiliates currently operate or will operate during the term of this Agreement, or, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render other financial assistance to, or participate in or be connected with, as an officer, director, employee, partner, stockholder, agent, or consultant or otherwise, any Person that competes with the Business; provided, that, for purposes of this Section 9, 4, ownership of securities having no more than two percent (2%) of the outstanding voting power of any publicly traded Business shall not be deemed to be in violation of this Section 9. 4. The Participant expressly agrees and acknowledges that the restrictions contained in this Section 9 4 are for the purposes of restricting the activities of the Participant only to the extent necessary for the protection of the legitimate business interests of the Company and its Affiliates, and do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant's ability to earn a living. In addition, the Participant agrees and acknowledges that the potential harm to the Company and its Affiliates of their non-enforcement outweighs any harm to the Participant of its enforcement by injunction or otherwise. The Participant expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to the subject matter, time period and geographical area. The Restrictive Period shall be extended by the length of any period during which the Participant is in breach of the terms of this Section 9 4 or Section 10. 5. For purposes of this Agreement, "Business" means any business which involves the development, opening, operating or franchising of restaurants that derive more than twenty-five percent (25%) of their annual food sales from steak products in the United States or Brazil. View More
Non-Competition. (a) As used in this Section: "Business of Company" means providing products and services to broadband internet service providers which support a full range of integrated voice, video and high-speed data services to the subscribers of such providers. "Restricted Period" means the period beginning on the Termination Date and ending twelve (12) months after the Termination Date. "Restricted Territory" means, and is limited to, the following Metropolitan Statistical Areas: (1) Atlanta - Sandy Spring...s - Roswell, GA, (2) Denver - Aurora - Lakewood, CO, (3) Portland - Vancouver - Hillsboro, OR-WA, (4) Philadelphia - Camden - Wilmington, PA-NJ-DE-MD, (5) New York - Newark - Jersey City, NY-NJ-PA, (6) San Francisco - Oakland - Hayward, CA, (7) Los Angeles - Long Beach - 9 Anaheim, CA, (8) St. Louis, MO-IL, (9) San Diego - Carlsbad, CA, (1) San Jose - Sunnyvale - Santa Clara, CA, and (11) Columbus, OH, and (12) Boston - Cambridge - Newton MA-NH. Executive acknowledges and agrees that this is the area in which the Company does business at the time of execution of this Agreement, and in which Executive will have responsibility, at a minimum, on behalf of the Company. "Material Contact" means contact in person, by telephone or by paper or electronic correspondence, in furtherance of the business interests of Company. (b) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, within the Restricted Territory, perform services on his own behalf or on behalf of any other person or entity, which are the same as or similar to those he provided to Company and which support any business activities which compete with the Business of Company. (c) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit any actual or prospective customers of Company with whom Executive had Material Contact, for the purpose of selling any products or services which compete with the Business of Company. (d) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit any actual or prospective vendor of Company with whom Executive had Material Contact, for the purpose of providing products or services in support of any business activities which compete with the Business of Company. (e) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit or induce any employee or independent contractor of Company with whom Executive had Material Contact to terminate such employment or contract with Company. Notwithstanding the foregoing, it is understood and agreed that, without limitation on other available remedies, the restrictions on Executive set forth in this Section 7(b), (c), (d) and (e) hereof shall not be applicable at any time that Company is in breach of its contractual obligations to Executive under this Agreement following the thirty (30) days after being notified in writing by Executive of such breach and failure of Company to cure same. In the event Company cures such breach, the restrictions set forth in Sections 7(b), (c), (d) and (e) hereof shall continue pursuant to their terms as if such breach never occurred.View More
Non-Competition. (a) As used in this Section: "Business of Company" means providing products and services to broadband internet service providers which support a full range of integrated voice, video and high-speed data services to the subscribers of such providers. "Competing Business" means any person, business or subdivision of a business which substantially engages in the Business of Company, or which is actively planning to engage in the Business of Company, excluding subdivisions of a business, if any, whi...ch are unrelated to the Business of Company. "Restricted Period" means the period beginning on the Termination Date and ending twelve (12) twenty-four (24) months after the Termination Date. "Restricted Territory" means, and is limited to, the following currently delineated Metropolitan Statistical Areas: Areas (MSA) as defined by the U.S. Office of Management and Budget as of the Effective Date: (1) Atlanta - Sandy Springs - Roswell, GA, (2) Denver - – Aurora - Lakewood, CO, (3) Portland - Vancouver - Hillsboro, OR-WA, Salem, (4) Philadelphia - Camden –Reading - Wilmington, PA-NJ-DE-MD, Camden, (5) New York - Newark - – Jersey City, NY-NJ-PA, (6) San Jose - San Francisco - Oakland - Hayward, CA, , (7) Los Angeles - Long Beach - 9 Anaheim, CA, Beach, (8) Anaheim – Santa Ana – Irvine and (9) St. Louis, MO-IL, (9) San Diego - Carlsbad, CA, (1) San Jose - Sunnyvale - Santa Clara, CA, and (11) Columbus, OH, and (12) Boston - Cambridge - Newton MA-NH. Louis. Executive acknowledges and agrees that this is the area in which the Company does business at the time of execution of this Agreement, and in which Executive will have responsibility, at a minimum, on behalf of the Company. "Material Contact" means contact in furtherance of the business interests of Company between Executive and an employee, independent contractor, actual or prospective customer, or an actual or prospective vendor of the Company (i) with whom or which Executive communicated in person, by telephone or by paper or electronic correspondence, in furtherance (ii) whose dealings with the Company or its subsidiaries or affiliates were coordinated or supervised by Executive, (iii) about whom or which Executive obtained Trade Secrets while employed by the Company or its affiliates or (iv) who receives products or services of the business interests Company, the sale or provision of Company. which results or resulted in compensation, commissions, or earnings for Executive within the two (2) years prior to the Termination Date. (b) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, within the Restricted Territory, perform services on his own behalf or on behalf of any other person or entity, which are the same as or similar to those he provided to Company and which support any business activities which compete with the Business of Company. 13 (c) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit any actual or prospective customers of Company with whom Executive had Material Contact, for the purpose of selling any products or services which compete with the Business of Company. (d) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit any actual or prospective vendor of Company with whom Executive had Material Contact, for the purpose of providing products or services in support of any business activities which compete with the Business of Company. would violate clause (b) above. (e) Executive agrees that during Executive's employment hereunder and during the Restricted Period, Executive shall not, directly or indirectly, solicit or induce any employee or independent contractor of Company with whom Executive had Material Contact to terminate such employment or contract with Company. Notwithstanding the foregoing, it is understood and agreed that, without limitation on other available remedies, the restrictions on Executive set forth in this Section 7(b), (c), (d) and (e) hereof shall not be applicable at any time that Company is in breach of its contractual obligations to Executive under this Agreement or the ARRIS Group, Inc. Supplemental Retirement Benefits Plan (the "Excess Benefit Plan") following the thirty (30) days after being notified in writing by Executive of such breach and failure of Company to cure same. In the event Company cures such breach, the restrictions set forth in Sections 7(b), (c), (d) and (e) hereof shall continue pursuant to their terms as if such breach never occurred. View More
