Restrictive Covenants Contract Clauses (3,342)

Restrictive Covenants. You agree that your employment is contingent upon your execution of, and delivery to the Company of a Company Protection Agreement in the form attached hereto as Annex A.

Restrictive Covenants. You acknowledge that the Company is providing you with the Transition Benefits in material part in consideration for your reaffirmation of your prior agreement to comply with the restrictive covenants set forth in Sections 5 and 6 of the Employment Agreement and that no payment will be made, and no acceleration of vesting shall occur, following the date that you first violate any of the provisions of Sections 5 or 6 of the Employment Agreement. 4. Release. The Transition Benefits are contingent ...upon and subject to your execution and non-revocation of the Release following the Separation Date in accordance with Sections 7.05(b) of the Employment Agreement and the terms herein, and you agree to sign and be bound by the Release which will be considered an integral part of this Letter Agreement. View More

Restrictive Covenants. This offer of employment is contingent on your signing the Company's standard Employee Confidentiality, Non-competition, Policy on Insider Trading, Whistle Blower Policy, Code of Ethics, Proprietary Information Agreement, attached hereto as Exhibit A, the terms of which are incorporated by reference.

Restrictive Covenants. Any payment or payments under this Agreement to Executive shall be conditioned upon the Executive's compliance with any restrictive covenant (including, without limitation, any non-competition, non-solicitation, non-disparagement, or protection of confidential information covenant) that directly or indirectly benefits the Company (collectively, the "Restrictive Covenants")). If the Executive breaches any such Restrictive Covenant in any material respect, the Executive shall automatically, withou...t further action, notice or deed, forfeit his right to any payment hereunder, without payment of any consideration therefor, and upon demand by the Company, the Executive shall promptly repay to the Company any amounts already received under this Agreement. 2 10. Offset of Amounts Owed; Withholding. The Company shall be entitled to deduct or withhold from any Bonus payment made to Executive any amounts Executive owes the Company or any of its affiliates, and any federal, state, local or foreign taxes imposed with respect to Executive's compensation or other payments from the Company or any of its affiliates. View More

Restrictive Covenants. a. Employee acknowledges that he made certain commitments with respect to confidentiality and the non-disclosure of confidential information, non-competition, and non-solicitation as set forth in Article 2 of that certain Amended and Restated Employment Agreement (the "Employment Agreement") entered into by and between Employee and the Company on November 30, 2016. 5 Notwithstanding the prior termination of the Employment Agreement, and as a condition of the Company's willingness to enter into t...his Agreement, Employee agrees and commits to abide by the provisions in Article 2 of the Employment Agreement and recognizes the effectiveness and enforceability of such provisions for a period of twelve (12) months following the Separation Date. For purposes of clarity, the Parties agree that the "Non-Compete Term" as defined in Section 2.3(d)(iii) of the Employment Agreement, shall mean and be interpreted as twelve (12) months following the Separation Date, not the date of the termination of the Employment Agreement. b. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Employee from lawfully (a) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency or authority (including the Securities and Exchange Commission) regarding a possible violation of any law; (b) responding to any inquiry or legal process directed to Employee from any such Governmental Agency or authority; (c) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Agency or authority relating to a possible violation of law or (d) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; (ii) is made to Employee's attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement requires Employee to obtain prior authorization from the Company before engaging in any conduct described in this Section 8(b), or to notify the Company or any of its subsidiaries that Employee has engaged in any such conduct. c. Employee agrees to comply with all restrictions and prohibitions on trading in Company securities applicable to designated employees (whether or not Employee is employed by the Company at such time) under the Contango Oil & Gas Company Supplemental Policy Concerning Trading in Company Securities by Certain Designated Persons (a copy of which is provided on the Company website) for and during the blackout period ended on the close of the second full trading day following the date of the public release of the Company's press release reporting operating results for the year and quarter ended December 31, 2018. Notwithstanding the foregoing, Employee agrees separately to comply with the holding period requirements set forth in Section 3.b. of this Agreement. View More

Restrictive Covenants. In order to protect the legitimate domestic and international business interests of the Company and its affiliates, Mr. Taranto agrees that, in exchange for the benefits provided for in this Agreement, during the Term of this Agreement and for a period of twelve (12) months from the last day that Mr. Taranto serves as a member of the Board (the "Non-Competition Period"), he shall not engage in, participate in, carry on, own or manage, directly or indirectly, either for himself or as a partner, s...tockholder, investor, officer, director, employee, agent, independent contractor, representative or consultant of any person, partnership, corporation or other enterprise, in any "Competitive Business" in any jurisdiction in which the Company or any affiliate actively conducts business. For purposes of this Section 6, "Competitive Business" means the property and casualty insurance or reinsurance business. Engaging in the following activities will not be deemed to be engaging or participating in a Competitive Business: (i) investment banking; (ii) passive ownership of less than 2% of any class of securities of a company; and (iii) engaging or participating solely in a non-competitive business of an entity which also separately operates a business which is a "Competitive Business." 6.2.Interpretation and Acknowledgment. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. If Mr. Taranto violates the provisions of this Section 6, he shall continue to be bound by the restrictions set forth herein until a period of twelve (12) months (counting the period before the violation commenced and after the violation has ceased) has expired without any violation of such provisions or until the Non-Competition Period has expired, whichever is longer. Mr. Taranto acknowledges that the restrictions contained in Section 6.1 are necessary for the protection of the business and goodwill of the Company and its affiliates and considers the restrictions to be reasonable for such purpose. He agrees that any breach of Section 6.1 is likely to cause substantial and irrevocable damage and therefore, in the event of any breach of such Section, Mr. Taranto agrees that the Company, in addition to such other remedies that may be available, shall be entitled to injunctive relief, as determined by any court of competent jurisdiction, without the Company's posting of a bond. 6.3.Survivorship. Notwithstanding anything else to the contrary in this Agreement, the provisions of Section 6 shall continue to remain in effect following termination of this Agreement for any reason. To the extent he may otherwise be entitled to receive any such benefits, Mr. Taranto explicitly waives his right to participate in or receive any benefits under any applicable Company sponsored employee benefit plans as in effect from time to time, regardless of his eligibility to participate in any such plans, including any deferred compensation, medical, dental, life insurance and disability programs and other benefits generally available to the Company's employees All payments to be made to and on behalf of Mr. Taranto under this Agreement will be subject to any required withholding of federal, state and local income, employment and excise taxes, and to related reporting requirements. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time. View More

Restrictive Covenants. 7.1Acknowledgement. 7.2 Non-Competition. 7.4Non-Solicitation of Suppliers and Customers. 7.5Acknowledgement. 7.6Remedies.

Restrictive Covenants. a) Customer Restriction. For so long as the Employee is employed by the Company, Employee covenants and agrees that Employee shall not, working alone or in conjunction with one or more other persons or entities, for compensation or not, (i) provide or offer to provide to any Customer any products or services which are the same as or are sold in competition with those offered by Company, its related parties, subsidiaries or affiliates, or (ii) induce or attempt to induce any Customer to withdraw,... curtail or cancel its business with Company its related parties, subsidiaries or affiliates. b) Non-Raid. For so long as the Employee is employed by Company, Employee covenants and agrees that Employee shall not, working alone or in conjunction with one or more other persons or entities, for compensation or not, directly or indirectly recruit or otherwise solicit or induce any person or entity who is an employee or Vendor of Company or any of its related parties, subsidiaries or affiliates, to terminate their employment with, or otherwise cease their relationship with, Company or any of its related parties, subsidiaries or affiliates. View More

Restrictive Covenants. As a condition to receiving payment of the Award, you agree to the following: a. Non-Disparagement. Subject to any obligations you may have under applicable law, you will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Company or any of its agents, officers, directors or employees. Nothing in this section shall limit your ability to provide truthful testimony or information in response to a subpoena, court order, or investigation by a ...government agency. b. Non-Solicitation of Customers or Clients. Unless waived in writing by the most senior Human Resources officer of the Company (or his or her successor), you will not, during and for a period of 12 months following the cessation of your employment with the Company for any reason, directly or through another person, solicit or contact any of the customers or clients of the Company with whom you had material contact during your employment, regardless of the location of such customers or clients, for the purpose of engaging in, providing, marketing, or selling any services or products that are competitive with the services and products being offered by the Company. c. Non-Solicitation of Company Employees. Unless waived in writing by the most senior Human Resources officer of the Company (or his or her successor), you will not, during and for a period of 12 months following the cessation of your employment with the Company, directly or through another person, solicit or encourage any director, agent or employee of the Company to terminate his or her employment or other engagement with the Company. View More

Restrictive Covenants. 4.1 Executive understands that the Company has spent considerable time, effort and expense developing proprietary information and has taken reasonable measures to protect its secrecy. Therefore, as a condition of employment with the Company, Executive shall execute the Non-Competition, Non-Solicitation and Non-Disclosure (the "NDA"), which is attached hereto as Exhibit A and incorporated by reference herein. The NDA is intended to survive and does survive the termination or expiration of this Ag...reement. The obligations, duties and liabilities of the Executive pursuant to Exhibit A of this Agreement are continuing, absolute and unconditional, and shall remain in full force and effect, despite any termination of this Agreement for any reason whatsoever, with or without Cause, or the failure to renew this Agreement. 4.2 Executive has carefully read and considers this Section 4 and the NDA to be fair, reasonable and reasonably required for the protection of the interests of the Company. These provisions may be waived only by a written amendment signed by the parties. In the event Executive breaches any of the covenants in the NDA, any entitlement Executive may have to severance payments pursuant to Section 6, shall be forfeited. View More