Grouped Into 83 Collections of Similar Clauses From Business Contracts
This page contains Restrictive Covenants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restrictive Covenants. If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the "Restrictive Covenants"), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to ...effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares. You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants.View More
Restrictive Covenants. If, during In the period after your termination of employment during which you may still exercise the Option, event that you breach a confidentiality, non-competition, non-solicitation, non-use no-hire or assignment of intellectual property non-disparagement covenant in any employment or other agreement with the Company and/or any of its Affiliates (the "Restrictive Covenants"), in addition to any other remedies 4 specified in such agreements (including injunctive relief) or otherwise permitted ...by law, you will forfeit any outstanding Options and you will be required to pay to the Board shall have Company, within ten (10) business days following the right latest of the date on which you engage in conduct prohibited under the Restrictive Covenants, the date of exercise of the Option, or the date of sale or other disposition of Shares received upon exercise of the Option, an amount equal to effect a forfeiture the excess, if any, of all Options (including vested Options) then outstanding (i) the aggregate proceeds you received (x) in connection with the exercise of the Option or (y) upon the sale or other disposition of the Shares received upon exercise of the Option, in each case, including any dividends and held by you. distributions that you received in respect of such Shares, over (ii) the aggregate Exercise Price paid to acquire such Shares. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares. You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants. View More
Restrictive Covenants. If, during the period after your termination of employment during which you may still exercise the Option, you breach a confidentiality, non-competition, non-solicitation, non-use or assignment of intellectual property covenant in any employment or other agreement with the Company and/or any of its Affiliates (the "Restrictive Covenants"), in addition to any other remedies specified in such agreements (including injunctive relief) or otherwise permitted by law, the Board shall have the right to ...effect a forfeiture of all Options (including vested Options) then outstanding and held by you. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Restrictive Covenants is required in order for you to vest and receive the Shares. You agree that should all or any part or application of the Restrictive Covenants be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Restrictive Covenants. 5 16. Consent to Electronic Delivery. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to you may be via a Company e-mail system or by reference to a location on a Company intranet site to which you have access. View More
Restrictive Covenants. (a) No Solicitation of Customers. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert, or appropriate to or for a Competing Business, or (ii) attempt to solicit, divert, or appropriate to or for a Competing Business any person or entity t...hat is or was a customer of the Company or any of its Affiliates on the date of termination and with whom the Executive has had material contact. (b) No Recruitment of Personnel. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert or hire away; or (ii) attempt to solicit, divert, or hire away to any Competing Business, any employee of or consultant to the Company or any of its Affiliates engaged or experienced in the Business, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. 10 (c) Non-Competition Agreement. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (without the prior written consent of the Employer) compete with the Company or any of its Affiliates by, directly or indirectly, forming, serving as an organizer, director or officer of, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or holding company therefor if such depository institution or holding company has one or more offices or branches located in the Territory. Notwithstanding the foregoing, the Executive may serve as an officer of or consultant to a depository institution or holding company therefor even though such institution operates one or more offices or branches in the Territory, if the Executive's employment does not directly involve, in whole or in part, the depository financial institution's or holding company's operations in the Territory.View More
Restrictive Covenants. (a) No Solicitation of Customers. During the Executive's employment with the Employer and for a period of 12 18 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert, or appropriate to or for a Competing Business, or (ii) attempt to solicit, divert, or appropriate to or for a Competing Business any person or entit...y that is or was a customer of the Company or any of its Affiliates on the date of termination and with whom the Executive has had material contact. (b) No Recruitment of Personnel. During the Executive's employment with the Employer and for a period of 12 18 months thereafter, the Executive shall not, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) solicit, divert or hire away; or (ii) attempt to solicit, divert, or hire away to any Competing Business, any employee of or consultant to the Company or any of its Affiliates engaged or experienced in the Business, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. 10 12 Execution Version (c) Non-Competition Agreement. During the Executive's employment with the Employer and for a period of 12 18 months thereafter, the Executive shall not (without the prior written consent of the Employer) compete with the Company or any of its Affiliates by, directly or indirectly, forming, serving as an organizer, director or officer of, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or holding company therefor if such depository institution or holding company has one or more offices or branches located in the Territory. Notwithstanding the foregoing, the Executive may serve as an officer of or consultant to a depository institution or holding company therefor even though such institution operates one or more offices or branches in the Territory, if the Executive's employment does not directly involve, in whole or in part, the depository financial institution's or holding company's operations in the Territory. (d) No Solicitation of Referrals from SmartBiz Loans. During the Executive's employment with the Employer and for a period of 18 months thereafter, the Executive shall not (without the prior written consent of the Employer) attempt to solicit or divert referrals of SBA 7(a) loans from Better Finance, Inc. d/b/a SmartBiz Loans (and its successors or assigns that provide an online marketplace for SBA 7(a) loans) to any Competing Business. View More
Restrictive Covenants. (a) No Solicitation of Customers. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) (A) solicit, divert, or appropriate to or for a Competing Business, or (ii) (B) attempt to solicit, divert, or appropriate to or for a Competing Business Business, any ...person or entity that is or was a customer of the Company Employer or any of its Affiliates on at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact. (b) No Recruitment of Personnel. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) (A) solicit, divert divert, or hire away; away, or (ii) (B) attempt to solicit, divert, or hire away away, to any Competing Business, any employee of or consultant to the Company Employer or any of its Affiliates engaged or experienced in the Business, Affiliates, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. 10 (c) Non-Competition Agreement. During the Executive's employment with the Employer and for a period of 12 months thereafter, the Executive shall not (without the prior written consent of the Employer) compete with the Company Employer or any of its Affiliates by, directly or indirectly, forming, serving as an organizer, director director, employee, agent, or officer of, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or institution, holding company therefor therefor, or venture debt fund if such depository institution or institution, holding company or venture debt fund engages in the "Business" and has one or more offices or branches located in in, or solicits or accepts business from, the Territory. Notwithstanding the foregoing, the Executive may serve Territory or is specifically identified as an officer of or consultant to a depository institution or holding company therefor even though such institution operates one or more offices or branches in the Territory, if the Executive's employment does not directly involve, in whole or in part, the depository financial institution's or holding company's operations in the Territory. "Competing Business". View More
Restrictive Covenants. (a) No Solicitation of Customers. During the Executive's employment with the Employer and for a period of 12 months thereafter, thereafter (regardless of whether this Agreement terminates or expires), the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) (A) solicit, divert, or appropriate to or for a Competing Business, or (ii) (B) attempt to soli...cit, divert, or appropriate to or for a Competing Business Business, any person or entity that is or was a customer of the Company Employer or any of its Affiliates on at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact. The parties agree that solicitation of such a customer to acquire stock in a Competing Business during this time period would be a violation of this Section 9(a). (b) No Recruitment of Personnel. During the Executive's employment with the Employer and for a period of 12 months thereafter, thereafter (regardless of whether this Agreement terminates or expires), the Executive shall not, either directly or indirectly, on the Executive's own behalf or in the service or on behalf of others, (i) (A) solicit, divert divert, or hire away; away, or (ii) (B) attempt to solicit, divert, or hire away away, to any Competing Business, Business located in the Territory, any employee of or consultant to the Company Employer or any of its Affiliates engaged or experienced in the Business, Affiliates, regardless of whether the employee or consultant is full-time or temporary, the employment or engagement is pursuant to written agreement, or the employment is for a determined period or is at will. 10 For purposes of this Section, "employee of or consultant to the Employer" shall mean (A) any individual employed by the Employer at the time of the actual or attempted solicitation, diversion or hiring, or (B) any individual employed by the Employer at the time of Employee's termination of employment with the Employer. 7 (c) Non-Competition Agreement. During the Executive's employment with the Employer and for a period of 12 months thereafter, following any termination (as opposed to expiration) of this Agreement, the Executive shall not (without the prior written consent of the Employer) compete with the Company Employer or any of its Affiliates by, directly or indirectly, forming, serving as an organizer, director organizer or officer of, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or holding company therefor if such depository institution or holding company has has, or upon formation will have, one or more offices or branches located in the Territory. Notwithstanding the foregoing, the Executive may serve as an officer of or consultant to a depository institution or holding company therefor even though such institution operates one or more offices or branches in the Territory, if the Executive's employment does not directly involve, in whole or in part, the depository financial institution's or holding company's operations in the Territory. (d) Bank Receivership. Notwithstanding Sections 9(a-c) above, if Executive's employment with the Employer shall terminate due to the Bank being taken into receivership by the FDIC, then the restrictive covenants of this Section 9 shall not apply to the Executive beginning as of the date of such receivership. View More
Restrictive Covenants. In consideration of the Award, Participant agrees not to engage in Prohibited Activity during Participant's employment with the Company Group and for a period of [CEO or President: 24][EVPs: 18][SVPs: 12] months after Participant's Termination of employment with the Company Group (the "Restricted Period"). If the Participant engages in a Prohibited Activity during the Restricted Period, the Company or its appropriate Subsidiaries may seek an injunction from a court of competent jurisdiction to p...revent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction. Both the Company and the Participant agree that monetary damages alone are an insufficient remedy for breach of the foregoing covenant. The Company or its appropriate Subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement. To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group's businesses and time of applicability of the restrictions.View More
Restrictive Covenants. In consideration of the Award, Option that the Company has granted to Participant in this Agreement, Participant agrees not to engage in Prohibited Activity during Participant's employment with the Company Group and any of its subsidiaries (the "Company Group") and for a period of [CEO or President: 24][EVPs: 18][SVPs: 12] [CEO: 18][EVPs: 12][all others: six] months after Participant's Termination termination of employment with the Company Group (the "Restricted Period"). If the Participant enga...ges in a Prohibited Activity during the Restricted Period, the Company or and/or its appropriate Subsidiaries subsidiaries may seek an injunction from a court of competent jurisdiction to prevent Participant from engaging in the Prohibited Activity during the Restricted Period without the necessity of posting bond or other security to obtain the injunction. Both the Company and the Participant agree that monetary damages 3 alone are an insufficient remedy for breach of the foregoing covenant. The Company or and/or its appropriate Subsidiaries subsidiaries may seek monetary damages in addition to an injunction, and the covenant in favor of the Company Group in this Agreement is in addition to, and not in lieu of, any similar covenants that Participant may have entered into in favor of any member of the Company Group in any employment or other agreement. To the extent that a court of competent jurisdiction rules that the restrictions in the foregoing covenant are too broad, these restrictions shall be interpreted and construed in the broadest possible manner to provide the Company Group the broadest possible protection, including (without limitation) with respect to geographic coverage, activities of the Company Group's businesses and time of applicability of the restrictions. View More
Restrictive Covenants. As an inducement to the Company to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company that Executive will comply with all of the restrictive covenants in Sections 9 through 17, as a condition to the Company's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. As an inducement to the Company to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company that Executive will comply with all of the restrictive covenants in Sections 9 10 through 17, 16, as a condition to the Company's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. As an inducement to the Company Partnership to enter into this Agreement, Executive represents to, and covenants with or in favor of, the Company Partnership that Executive will comply with all of the restrictive covenants in Sections 9 through 17, as a condition to the Company's Partnership's obligation to provide any benefits to Executive under this Agreement.
Restrictive Covenants. You agree to the following restrictive covenants: a. Non-Competition. It is understood and agreed that so long as you are employed by the Company and for a period of twelve (12) months thereafter you will not directly or indirectly, provide any service either as an employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Radio Company that serves any portion of the United States. For this purpose, a "Radio Company..." is any company that, as a material part of its business, competes in any material manner with the then present or planned business activities of the Company, which shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, wireless / mobile radio and internet radio). If you are employed by a company with a non-material radio business, you agree that you will not perform any services for that radio business during such twelve (12) month period. b. Non-Solicitation of Employees. In addition it is understood and agreed that for the twelve (12) month period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto. c. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. In the event you violate the restrictive covenants set forth in this Section 9, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions.View More
Restrictive Covenants. You agree to the following restrictive covenants: a. Non-Competition. It is understood and agreed that so long as you are employed by the Company and for a period of of: (i) twelve (12) months thereafter for a termination by the Company pursuant to Sections 6(b) or (d); (ii) six (6) months thereafter for a termination by the Company pursuant to Section 6(a); and (iii) six (6) months for a termination by you under Section 6(d), you will not directly or indirectly, provide any service either as an... employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Radio Company that serves any portion of the United States. For this purpose, purpose a "Radio Company" is any company that, as a material part of its business, which competes in any material manner with the then present or planned business activities of the Company, which shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, wireless / mobile wireless/mobile radio and internet radio). If you are employed by a company with a non-material radio business, you agree that you will not perform any services for that radio business during such twelve (12) month period. b. Non-Solicitation of Employees. In addition it is understood and agreed that for the twelve (12) month year period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate 4 in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto. c. Non-Solicitation of Clients. During the term of this Agreement and for a period of twelve (12) months following your separation from the Company for any reason, you will not, without prior written permission of the CEO of Entercom, directly or indirectly, solicit for the sale of any advertising, marketing or promotional services, any client or customer of the Company on behalf of a Radio Company. For purposes of the foregoing, a client or customer of the Company shall mean any person or entity that purchased or was solicited to purchase advertising, marketing, or promotional services by the Company during the one (1) year period preceding the date of your termination. Your obligations as set forth above in this Section shall survive beyond the termination of your employment with the Company. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. 7. In the event you violate the restrictive covenants set forth in this Section 9, 7, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 7 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions. At any time after six (6) months from the effective date of a termination by the Company under Section 6(b) or (d), you shall be permitted to elect to terminate the then remaining period of the non-compete in Section 7(a), as well as the obligation to providing post-term consulting services as set forth in Sections 6(b) and (d), by notifying the Company in writing. In the event you do so, (i) the then remaining severance benefits set forth in Sections 6(b) and (d) shall be forfeited, i.e., the then remaining severance payments shall be discontinued (in the case of both Sections 6(b) and (d)); and (ii) the then remaining unvested equity grants (in the case of Section 6(b)) shall be forfeited. View More
Restrictive Covenants. As a condition of your receipt of this Award, you agree to execute, and abide by the terms of, the Non-Competition Agreement. You acknowledge and agree that the restrictions set forth in the Non-Competition Agreement are reasonable in all respects and no greater than necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are recei...ving new consideration above and beyond any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder.View More
Restrictive Covenants. As a condition The grant of your receipt Deferred Units herein is made in consideration of this Award, you agree the services to execute, and abide be rendered by the terms of, Participant to the Non-Competition Agreement. You acknowledge Employer, and agree that the restrictions set forth non-disparagement, non-compete and non-solicitation covenants of the Participant contained in the Non-Competition Agreement are reasonable in all respects letter between Icahn Enterprises L.P. and no greater t...han necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are receiving new consideration above and beyond any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder. Participant dated ______________. View More
Restrictive Covenants. As a condition The Executive acknowledges and agrees that he or she is bound by, and subject to, the Non-Solicitation and Confidentiality Agreement dated as of your receipt ________________ (the "Restrictive Covenants") and the Waiver and Release. The Executive shall comply with, and observe, the Restrictive Covenants including, without limitation, the confidential information, non-solicitation and intellectual property provisions and related covenants contained therein, all of this Award, you a...gree to execute, which are hereby incorporated by reference. In the event that Executive has breached any of the Restrictive Covenants or the Waiver and abide by Release or has engaged in conduct during his or her employment with the terms of, the Non-Competition Agreement. You acknowledge and agree Company that the restrictions set forth would constitute grounds for termination for Cause (as defined in the Non-Competition Exelon Corporation Senior Management Severance Plan), benefits under this Agreement are reasonable in all respects shall terminate immediately, and no greater than necessary to protect GPLLC's and its Affiliates' legitimate business interests, including the protection of their confidential information, trade secrets and goodwill. You also acknowledge that in receiving this Award, you are receiving new consideration above and beyond Executive shall reimburse Exelon for any consideration to which you were entitled but for your entry into the Non-Competition Agreement, and if you fail to execute the Non-Competition Agreement and deliver it to the Company on or ________________, but in no event later than ________________, you shall forfeit the Award granted hereunder. benefits received. View More
Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable h...arm to the Company. During your employment and through two years after the Payout Date of this Award, you will not directly or indirectly (i) engage in any Competitive Activity, (ii) solicit orders from or seek or propose to do business with any customer or supplier of the Company or its subsidiaries or affiliates (collectively, the "Companies") relating to any Competitive Activity, or (iii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. "Competitive Activity" means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved as an employee, consultant or agent. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the two-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section. If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. "Award Gain" for the Cash Portion of your Award is equal to (i) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. "Award Gain" for the Stock Portion of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.View More
Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable h...arm to the Company. In addition, you may have influence upon customer or supplier relationships, goodwill or loyalty which are valuable interests to the Company. During your employment and through two years after the Payout Date of this Award, you will not directly or indirectly (i) engage in any Competitive Activity, (ii) solicit orders from or seek or propose to do business with any customer customer, supplier, or supplier vendor of the Company or its subsidiaries or affiliates (collectively, the "Companies") relating to any Competitive Activity, or (iii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. Companies, or (iv) engage in activity that may require or inevitably will require disclosure of trade secrets, proprietary information, or confidential information. "Competitive Activity" means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved as an employee, consultant during the last two years of your employment in the Restricted Territory. "Restricted Territory" means any geographic area in which any of the following occurred or agent. existed during the last two years of your employment with one or more of the Companies: (i) you contacted any customer, supplier or vendor, or (ii) any customer, supplier or vendor you serviced or used were located, or (iii) operations for which you had responsibility sold any products, or (iv) any products you designed were sold or distributed. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the two-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section. If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. "Award Gain" for the Cash Portion of your Award is equal to (i) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. "Award Gain" for the Stock Portion of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you. 6 10. Repayment of Awards. If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment. In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement. The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment. View More
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant's employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement ("RCA") annexed as 8 US-DOCS\119733922.3 Appendix D to this Agreement (the "Restrictive Covenants").... For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any unvested portion of the PRSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the PRSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall not be the Company's exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity.View More
Restrictive Covenants. The Participant acknowledges and recognizes that during the course of Participant's employment with the Company or its Subsidiaries, the Participant will be given access to and become informed of Confidential Information and the Participant will be the beneficiary of the goodwill of the Company and its Subsidiaries, and, accordingly, agrees to the provisions of the Restrictive Covenants Agreement ("RCA") annexed as 8 US-DOCS\119733922.3 Appendix D A to this Agreement (the "Restrictive Covenants"...). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants between the Participant and the Company or any of its Subsidiaries, including the Employer. If Participant breaches any non-competition, confidentiality or other restrictive covenant owed to the Company or any of its Subsidiaries pursuant to the RCA annexed hereto or any other agreement, as determined by the Committee in its sole discretion: (i) any unvested portion of the PRSUs RSUs held by the Participant shall be immediately rescinded; and (ii) the Participant shall automatically forfeit any rights that the Participant may have with respect to the PRSUs RSUs as of the date of such determination. The foregoing remedies set forth in this Section 8 shall 7 US-DOCS\112623669.1 not be the Company's exclusive remedies. The Company reserves all other rights and remedies available to it at law or in equity. View More
