Noncompetition and Nonsolicitation Covenant Contract Clauses (21)

Noncompetition and Nonsolicitation Covenant. Executive agrees that, during the Employment Term, including any extension thereof, and for a period of one (1) year following Executive's termination of his employment for any reason, Executive shall not, without the express written consent of the Company: (a) be engaged, directly or indirectly, within those counties in which the Company is engaged in deposit-taking activities at the time of Executive's termination of employment, as a partner, officer, director, employee, consultant, independen...t contractor, security holder or owner of any entity engaged in any business activity competitive with that of the Company or its Affiliates; provided, however, nothing in this Agreement shall prevent Executive from owning or acquiring an interest in any entity engaged in any competitive business activity if such interest does not constitute "control" as defined in 12 C.F.R. Section 303.81(c); (b) call upon or solicit, either for Executive or for any other person or firm that engages in competition with any business operation actively conducted by the Company or any of its Affiliates during the Employment Term, any customer with whom the Company or any of its Affiliates directly conducts business during the Employment Term, or interfere with any relationship, contractual or otherwise, between the Company or any of its Affiliates and any customer with whom the Company or any of its Affiliates directly conducts business during the Employment Term; or (c) induce or solicit any person who is at the date of termination or was during the twelve (12) months preceding termination an employee, officer or agent of the Company or any Affiliate to terminate said relationship, except as pursuant to Executive's duties for the Company. In the event of a breach by Executive of any covenant set forth in this Section 12, the term of such covenant will be extended by the period of the duration of such breach and such covenant as so extended will survive any termination of this Agreement, but only for the limited period of such extension. The restrictions on competition provided herein may be enforced by the Company and/or any successor thereto by an action to recover payments made under this Agreement, an action for injunction and/or an action for damages. The provisions of this Section 12 constitute an essential element of this Agreement without which the Company would not have entered into this Agreement. Notwithstanding any other remedy available to the Company at law or in equity, the parties hereto agree that the Company or any successor thereto will have the right, at any and all times, to seek injunctive relief so as to enforce the terms and conditions of this Section 12. 14 If the scope of any restriction contained in this Section 12 is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. View More

Noncompetition and Nonsolicitation Covenant. 3.1Agreement Not to Compete. 3.2Agreement Not to Solicit Employees. 3.3Agreement Not to Solicit Customers and Suppliers.

Noncompetition and Nonsolicitation Covenant. (a)Agreement Not to Compete. During the Restricted Period (defined below), Executive will not, directly or indirectly, engage in any business, in the United States or in any other location in which the Company is then doing business, for the development, sale, service, or distribution of medical devices to treat lymphedema patients or any other business that is competitive with the then-current businesses of the Company or its Affiliates, including without limitation as a proprietor, principal, ...agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise. Ownership by Executive, as a passive investment, of less than 2.5% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this Section 4(a). Notwithstanding the foregoing, Executive's direct or indirect engagement in a business whose sole purpose is the development, sale, service, or distribution of compression garments (but not pumps or other devices) to treat lymphedema patients or other patients shall not constitute a breach of this Section 4(a). (b)Agreement Not to Solicit or Hire Employees or Contractors. During the Restricted Period (defined below), Executive will not, directly or indirectly, solicit, hire or engage any person who is then an employee or contractor of the Company or who was an employee of the Company at any time during the immediately preceding six (6) month period (or, following Executive's termination of employment, at any time during the six (6) month period immediately preceding Executive's termination of employment), in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, or otherwise directly or indirectly request, advise or induce any then current employee or contractor of the Company to terminate or otherwise adversely change its relationship with the Company. 2 (c)Agreement Not to Solicit Others. During the Restricted Period (defined below), Executive will not, directly or indirectly, solicit, request, advise or induce any then current customer, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company, in any manner or capacity, including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise. (d)Restricted Period. For purposes of this Agreement "Restricted Period" is the period during Executive's employment with the Company or any Affiliates and for a period of twelve (12) consecutive months from and after the termination of Executive's employment, whether such termination is with or without cause, or whether such termination is at the instance of Executive or the Company. (e)Acknowledgment. Executive hereby acknowledges that the provisions of this Section 4 are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this Section 4 by Executive will cause substantial and irreparable harm to the Company to such an extent that monetary damages alone would be an inadequate remedy therefor. Executive represents and warrants that Executive is not subject to any other agreements prohibiting the performance of Executive's obligations under this Agreement, including any non-competition agreement. (f)Blue Pencil Doctrine. If the duration of, the scope of or any business activity covered by any provision of this Section 4 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Executive hereby acknowledges that this Section 4 will be given the construction which renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law. View More

Noncompetition and Nonsolicitation Covenant. Noncompetition. In return for the consideration stated in this Agreement, including the receipt of Confidential Information by Executive and the promise of the Company to provide the Executive with Confidential Information, the Executive agrees that, during his Employment and for one (1) year after the termination of Employment, Executive shall not directly or indirectly possess an ownership interest in, manage, control, participate in, consult with, or render services for any other person, firm..., association or corporation, engaged in the Company Business without the prior written consent of the Company, in the Territory (defined below), because such activity would unavoidably and unfairly compromise the Company's legitimate, protectable business interests in its Confidential Information, clients, Executives, suppliers, and business relationships. "Territory" means all of the following: (1) any state in which any entity in the Company Group conducts Company Business at the time of enforcement of this provision; (2) the United States of America; (3) North America; and (4) the world. 10 9.2. Executive agrees that he shall not, either directly or indirectly, during Executive's Employment and for one (1) year after termination of Employment, in any capacity whatsoever (either as an Executive, officer, director, stockholder, proprietor, partner joint venturer, consultant or otherwise) (a) solicit, contact, call upon, communicate with, or attempt to communicate with any of the Company Group customers or clients or potential customers or clients for the purpose of selling products or providing services to such customer or client, (b) sell products or provide any services to any customer or client or potential customer or client of the Company Group, or (c) cause, or attempt to cause, any of the Company's suppliers, distributors, bottlers or other business partners to cease doing business with the Company or to reduce the amount of business they do with the Company. 9.3. Nonsolicitation. Executive agrees that he shall not directly or indirectly during Executive's Employment and for one (1) year after termination of Employment, either alone or through or in conjunction with any other person or entity employ, solicit, induce, or recruit, any person employed by any member of the Company Group at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. 9.4. For the purposes of this Agreement, "potential customer" or "potential client" shall be defined as those entities for which Executive has had access to Confidential Information during his Employment, and "customer" or "client" shall be defined as those entities with which any member of the Company Group has conducted any business during the twelve (12) month period prior to termination of the Employment. For the purposes of this Agreement, "product" shall mean any product sold by any member of the Company Group at any time within the one (1) year period preceding termination of Executive's Employment and "services" shall mean activities performed by any member of the Company Group at any time within the one (1) year period preceding termination of Executive's Employment. 9.5. Executive acknowledges and agrees that the restrictive covenants contained herein are reasonable in time, territory and scope, and in all other respects. If a Tribunal determines that any of the restrictions set forth in this Section 9 are unreasonably broad or otherwise unenforceable under applicable law, then (i) such determination shall be binding only within the geographical jurisdiction of the Tribunal, and (ii) the restriction will not be terminated or rendered unenforceable, but instead will be blue penciled or reformed (solely for enforcement within the geographic jurisdiction of the Tribunal) to the minimum extent required to render it enforceable. View More

Noncompetition and Nonsolicitation Covenant. 14.1 Agreement Not to Compete. During Executive's employment with Employer and for a period of one (1) year from and after the termination of Executive's employment with Employer for any reason, Executive will not, within the Territory, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity, in any ...activity that competes with the products or services provided by Employer or any subsidiary or affiliated company during the two (2) year period prior to the date of the termination of employment. For the purpose of this Employment Agreement, "Territory" means all states of the United States of America, and all counties within those states, and all other countries in the world in which Employer conducts business while the restrictions of this Paragraph 14 are in effect. Nothing in this Paragraph 14.1 will be deemed to preclude Executive from holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded. 14.2 Agreement Not to Solicit Executives. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, hire or aid, encourage, advise, solicit, induce or attempt to induce any employee of Employer, or any subsidiary or affiliated companies, to leave his or her employment with Employer. 14.3 Agreement Not to Solicit Customers and Suppliers. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business contact of Employer, or any subsidiary or affiliated companies (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with Employer, or any subsidiary or affiliated companies or (ii) to enter into or expand any actual or potential business relationship with any competitor of Employer, or any subsidiary or affiliated companies. 14.4 Blue Pencil Doctrine. If the duration of, the scope of, or any business activity covered by any provision of this Paragraph 14 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable, and Employer and Executive consent to the judicial modification of the scope and duration of the restrictions in this Paragraph 14 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable. Executive hereby acknowledges that this Paragraph 14 will be given the construction, which renders its provisions valid and enforceable to the maximum extent not exceeding its express terms, possible under applicable law. View More

Noncompetition and Nonsolicitation Covenant. 13.1 Agreement Not to Compete. During Executive's employment with Employer and for a period of one (1) year from and after the termination of Executive's employment with Employer for any reason, Executive will not, within the Territory, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity that com...petes with the services provided by Employer during the two (2) year period prior to the date of the termination of employment. For the purpose of this Employment Agreement, "Territory" means all states of the United States of America, and all counties within those states, and all other countries in the world in which Employer conducts business while the restrictions of this Paragraph 13 are in effect. Nothing in this Paragraph 13.1 will be deemed to preclude Executive from holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded. 13.2 Agreement Not to Solicit Executives. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, aid, encourage, advise, solicit, induce or attempt to induce any employee of Employer, or any subsidiary or affiliated companies, to leave his or her employment with Employer. 13.3 Agreement Not to Solicit Customers and Suppliers. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business contact of Employer, or any subsidiary or affiliated companies (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with Employer, or any subsidiary or affiliated companies or (ii) to enter into or expand any actual or potential business relationship with any competitor of Employer, or any subsidiary or affiliated companies. 13.4 Blue Pencil Doctrine. If the duration of, the scope of, or any business activity covered by any provision of this Paragraph 13 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable, and Employer and Executive consent to the judicial modification of the scope and duration of the restrictions in this Paragraph 13 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable. Executive hereby acknowledges that this Paragraph 13 will be given the construction, which renders its provisions valid and enforceable to the maximum extent not exceeding its express terms, possible under applicable law. View More

Noncompetition and Nonsolicitation Covenant. 14.1 Agreement Not to Compete. During Executive's employment with Employer and for a period of one (1) year from and after the termination of Executive's employment with Employer for any reason, Executive will not, within the Territory, engage or participate, either individually or as an employee, consultant or principal, member, partner, agent, trustee, officer, manager, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity that com...petes with the services provided by Employer during the two (2) year period prior to the date of the termination 7 of employment, For the purpose of this Employment Agreement, "Territory" means all states of the United States of America, and all counties within those states, and all other countries in the world in which Employer conducts business while the restrictions of this Paragraph 14 are in effect. Nothing in this Paragraph 14.1 will be deemed to preclude Executive from holding less than 1% of the outstanding capital stock of any corporation whose shares are publicly traded. 14.2 Agreement Not to Solicit Executives. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, aid, encourage, advise, solicit, induce or attempt to induce any employee of Employer, or any subsidiary or affiliated companies, to leave his or her employment with Employer. 14.3 Agreement Not to Solicit Customers and Suppliers. During Executive's employment with Employer and for a period of two (2) years from and after the termination of Executive's employment with Employer for any reason, Executive will not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other business contact of Employer, or any subsidiary or affiliated companies (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with Employer, or any subsidiary or affiliated companies or (ii) to enter into or expand any actual or potential business relationship with any competitor of Employer, or any subsidiary or affiliated companies. 14.4 Blue Pencil Doctrine. If the duration of, the scope of, or any business activity covered by any provision of this Paragraph 14 is in excess of what is determined to be valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope or activity that is determined to be valid and enforceable, and Employer and Executive consent to the judicial modification of the scope and duration of the restrictions in this Paragraph 14 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable. Executive hereby acknowledges that this Paragraph 14 will be given the construction, which renders its provisions valid and enforceable to the maximum extent not exceeding its express terms, possible under applicable law. View More

Noncompetition and Nonsolicitation Covenant. 2.1 Agreement Not to Compete. During the term of Employee's employment with the Company and for a period of one year from and after the termination of Employee's employment with the Company, whether such termination is with or without cause, or whether such termination is at the instance of Employee or the Company (the "Restricted Period"), Employee shall not, for himself or herself or on behalf of or in conjunction with any third party, engage or participate, either individually or as an employ...ee, consultant or principal, partner, agent, trustee, officer, director, investor or shareholder of a corporation, partnership, limited liability company, or other business entity that engages in a Competitive Business (as that term is defined in the Employment Agreement) anywhere in the World. Notwithstanding the foregoing, nothing in this Section 2.1 shall be deemed to preclude Employee from acquiring and holding less than 1% of the outstanding capital stock of any corporation required to file periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and the securities of which are listed on any national securities exchange or traded on the over-the-counter market. 2.2 Agreement Not to Solicit Employees. During the Restricted Period, Employee shall not, directly or indirectly, alone or on behalf of any person or business entity, aid, encourage, advise, 2 solicit, induce or attempt to induce any employee of the Company to leave his or her employment with the Company in order to accept employment with Employee or with any other person or entity with which Employee is or may become associated, affiliated or connected. Notwithstanding the foregoing, it shall not constitute a violation of this Section 2.2 for Employee to discuss employment opportunities with any employee of the Company or its Affiliates if Employee has first discussed with and received the written approval of the Company's Vice President, Human Resources (or, if such position is vacant, the Company's then Chief Executive Officer). 2.3 Agreement Not to Solicit Customers and Suppliers. (a) During the Restricted Period, Employee shall not, directly or indirectly, alone or on behalf of any person or business entity, cause or attempt to cause any customer, prospective customer, vendor, supplier, or other contractor of the Company, known by Employee to be such (or which Employee should have known to be such), (i) to terminate, limit, or in any manner adversely modify or fail to enter into any actual or potential business relationship with the Company or (ii) to enter into or expand any actual or potential business relationship with any person or entity engaged in a Competing Business. (b) For a period of two (2) years from and after the termination of Employee's employment with the Company, whether such termination is with or without cause, or whether such termination is at the instance of Employee or the Company, Employee shall not, directly or indirectly, alone or on behalf of any person or business entity, solicit any person or entity, with respect to any product or service competitive with any products or services of the Company at the time of the termination of Employee's employment with the Company, from whom Employee or any of Employee's Subordinates, if any, to the knowledge of Employee (or of which Employee should reasonably have had knowledge), directly or indirectly solicited business or to whom Employee or any of Employee's Subordinates, if any, submitted proposals to perform services on behalf of the Company at any time during the three (3) years preceding the termination of Employee's employment. For purposes of this Section 2.3(b), "Subordinates" shall include any of the Company's employees reporting directly or indirectly to Employee at any time during the three (3) years preceding the termination of Employee's employment. 2.4 Judicial Modification. If the duration of, the scope of, or any business activity covered by any provision of this Section 2 is in excess of what a court of competent jurisdiction under this Agreement determines to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that such court determines to be valid and enforceable, and the Company and Employee consent to the judicial modification of the scope and duration of the restrictions in this Section 2 in any proceeding brought to enforce such restrictions so as to make them valid, reasonable and enforceable. Employee hereby acknowledges that this Section 2 shall be given the construction which renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law. View More