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ALL » Topics » ARTICLE VIII. RESTRICTIVE COVENANTS

These excerpts taken from the ALL 10-K filed Feb 27, 2008.

ARTICLE VIII.
RESTRICTIVE COVENANTS

8.1             Non-Competition.  If Executive remains employed by the Company on the Effective Date, Executive shall not at any time during the period beginning on the Effective Date and ending on the first anniversary of the Termination Date, directly or indirectly, in any capacity:

(a)           engage or participate in, become employed by, serve as a director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that this Section 8.1(a) shall not preclude Executive from being an employee of, or consultant to, any business unit of a Competitive Business if (i) such business unit does not qualify as a Competitive Business in its own right and (ii) Executive does not have any direct or indirect involvement in, or responsibility for, any operations of such Competitive Business that cause it to qualify as a Competitive Business; or

(b)           make or retain any financial investment, whether in the form of equity or debt, or own any interest, in any Competitive Business; provided, however, that nothing in this subsection shall restrict Executive from making an investment in any Competitive Business if such investment (i) represents no more than 1% of the aggregate market value of the outstanding capital stock or debt (as applicable) of such Competitive Business, (ii) does not give Executive any right or ability, directly or indirectly, to control or influence the policy decisions or management of such Competitive Business, and (iii) does not create a conflict of interest between Executive’s duties under this Agreement and his interest in such investment.

8.2             Non-Solicitation.  If Executive remains employed by the Company on the Effective Date, Executive shall not at any time during the period beginning on the Effective Date and ending on the first anniversary of the Termination Date, directly or indirectly:

(a)           other than in connection with the good-faith performance of his duties as an officer of the Company, encourage any employee or agent of the Company to terminate his relationship with the Company;

(b)           employ, engage as a consultant or adviser, or solicit the employment or engagement as a consultant or adviser, of any employee or agent of the Company (other than by the Company or its Affiliates), or cause or encourage any Person to do any of the foregoing;

(c)           establish (or take preliminary steps to establish) a business with, or encourage others to establish (or take preliminary steps to establish) a business with, any employee or agent of the Company; or

(d)           interfere with the relationship of the Company with, or endeavor to entice away from the Company, any Person who or which at any time during the period commencing one year prior to the Agreement Date was or is a material customer or material supplier of, or maintained a material business relationship with, the Company.

 

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ARTICLE VIII.

RESTRICTIVE COVENANTS



8.1             Non-Competition.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the period
beginning on the Effective Date and ending on the first anniversary of the
Termination Date, directly or indirectly, in any capacity:



(a)           engage or participate in, become
employed by, serve as a director of, or render advisory or consulting or other
services in connection with, any Competitive Business; provided, however, that
this Section 8.1(a) shall not preclude Executive from being an employee of, or
consultant to, any business unit of a Competitive Business if (i) such business
unit does not qualify as a Competitive Business in its own right and (ii) Executive
does not have any direct or indirect involvement in, or responsibility for, any
operations of such Competitive Business that cause it to qualify as a
Competitive Business; or



(b)           make or retain any financial
investment, whether in the form of equity or debt, or own any interest, in any
Competitive Business; provided, however, that nothing in this subsection shall
restrict Executive from making an investment in any Competitive Business if
such investment (i) represents no more than 1% of the aggregate market value of
the outstanding capital stock or debt (as applicable) of such Competitive
Business, (ii) does not give Executive any right or ability, directly or
indirectly, to control or influence the policy decisions or management of such
Competitive Business, and (iii) does not create a conflict of interest between
Executive’s duties under this Agreement and his interest in such investment.



8.2             Non-Solicitation.  If Executive remains employed by the Company
on the Effective Date, Executive shall not at any time during the period
beginning on the Effective Date and ending on the first anniversary of the
Termination Date, directly or indirectly:



(a)           other than in connection with the
good-faith performance of his duties as an officer of the Company, encourage
any employee or agent of the Company to terminate his relationship with the
Company;



(b)           employ, engage as a consultant or
adviser, or solicit the employment or engagement as a consultant or adviser, of
any employee or agent of the Company (other than by the Company or its
Affiliates), or cause or encourage any Person to do any of the foregoing;



(c)           establish (or take preliminary steps
to establish) a business with, or encourage others to establish (or take
preliminary steps to establish) a business with, any employee or agent of the
Company; or



(d)           interfere with the relationship of
the Company with, or endeavor to entice away from the Company, any Person who
or which at any time during the period commencing one year prior to the
Agreement Date was or is a material customer or material supplier of, or
maintained a material business relationship with, the Company.



 



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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

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