This excerpt taken from the CCO 8-K filed Dec 11, 2009.
PROTECTIVE COVENANTS
1
In order to protect the Confidential Information, trade secrets and business connections of the Company and each Group Company, you undertake to the Company on behalf
of itself and as agent and trustee for each Group Company that you will not directly or indirectly and whether alone or in conjunction with or on behalf of any other person and whether as a principal, shareholder, director, employee, agent,
consultant, partner or otherwise:
a.
at any time during the period of 9 months from the Effective Date within the Restricted Territory, take any steps preparatory to or be engaged, employed, interested or
concerned in (i) any business that provides any Competing Business and/or (ii) any Target Business Entity and/or (iii) any firm, company or other entity directly or indirectly owning or controlling either a business that provides any
Competing Business or a Target Business Entity;
b.
at any time during the period of 9 months from the Effective Date within the Restricted Territory, acquire a substantial or controlling interest directly or by or
through any nominee or nominees in any business providing any Competing Business, a Target Business Entity or in any firm, company or other entity owning or controlling a business that provides any Competing Business or a Target Business Entity;
c.
at any time during the period of 9 months from the Effective Date solicit or induce or endeavour to solicit or induce any Key Person to leave the employ of the Company
or any Relevant Group Company, whether or not such person would commit any breach of his or her own contract of employment or engagement by leaving the service of the Company or any Relevant Group Company; or
d.
encourage, assist or procure any third party to do anything which, if done by him would be in breach of sub-paragraphs 1a to c of Part 2 of this Schedule 1.
2
Each of the restrictions in Part 2 of this Schedule 1 is intended to be separate and severable
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and in the event that any of such restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording or range of
services or products were reduced in scope or deleted, the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.
3
Since you may also obtain in the course of his employment by reason of services rendered to or offices held in any other Relevant Group Companies knowledge of the trade
secrets or other Confidential Information of such Group Company, you hereby agree that you will at the request and cost of the Company enter into a direct agreement or undertaking with such Group Company whereby you will accept restrictions
corresponding to the restrictions contained in this agreement (or such of them as may be appropriate in the circumstances) in relation to such products and services and such area and for such period as such Group Company may reasonably require for
the protection of its legitimate interest.
4
If you apply for or are offered a new employment, appointment or engagement, before entering into any related contract, you will bring the terms of this schedule 2 to
the attention of a third party proposing directly or indirectly to employ, appoint or engage you.
5
For the purposes of this Schedule 1, the following expressions shall have the following meanings:
a.
“Competing Business” shall mean any products or services which are the same as or materially similar to and competitive with any Restricted Business to
include without limitation the businesses of Stroer, JCD, News Outdoor, Titan and CBS;
b.
“Effective Date” means the Termination Date provided always that if no duties have been assigned to you or you have carried out duties other than your normal
duties or have been excluded from the Company’s premises immediately preceding the Termination Date in accordance with clause 8.3, it means the last date on which you carried out your normal duties;
c.
“Key Person” shall mean any person who on the Effective Date is a director or officer or manager or executive or of the same or similar grade
to you employed or engaged by the Company or any Relevant Group Company or any consultant working for the Company or any Relevant Group Company (or any person who would have been so employed by or working for the Company or any Relevant Group
Company on the Effective Date but for your breach of your obligations under this Agreement and/or
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implied by law) with whom you worked or had material dealings or for whose work you were responsible or managed in the course of your employment under this agreement at any time during the
Relevant Period;
d.
“Relevant Group Company” shall mean any Group Company (other than the Company) for which you have performed services under this Contract or for which you have
had operational or management responsibility or have provided services at any time during the Relevant Period;
e.
“Relevant Period” shall mean the period of 12 months immediately before the Effective Date;
f.
“Restricted Business” shall mean the business of owning, operating and developing advertising structures both static and moveable, indoor and outdoor
including advertising panels designed to display advertisements and any other products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which you had a material involvement during the
course of your employment at any time during the Relevant Period;
g.
“Restricted Territory” shall mean within the United Kingdom and any other country in the world where on the Effective Date the Company or any Relevant Group
Company was engaged in the research into, development, manufacture, distribution, sale or supply or otherwise dealt in any Restricted Business;
h.
Target Business Entity” means any business howsoever constituted (whether or not providing Competing Business) which was at the Effective Date or at any time
during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with, had approached or had identified as (i) a potential target with a view to its acquisition by the Company or any Relevant
Group Company and/or (ii) a potential party to any joint venture with the Company or any Relevant Group Company, in either case where such approach or negotiations or identification were known to a material degree by you during the Relevant
Period.
