JNS » Topics » Voluntary Termination with Non-Compete Obligation

These excerpts taken from the JNS 10-Q filed Nov 7, 2006.

Voluntary Termination with Non-Compete Obligation

        If during the Term you terminate your employment voluntarily while in good standing with the Company and you sign a legal release of your claims against the Company, containing covenants by you of a two-year, commercially reasonable non-compete and non-solicitation of employees, customers/clients and business (with non-solicitation language substantially similar to that set forth in Exhibit A), and of a complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company (the "Non-Compete Release"), then, in addition to receiving the Accrued Obligations, all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval) and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004 ("equity long-term incentive awards" shall include without limitation unvested shares of Janus restricted stock, unvested options to purchase Janus stock, and awards consisting of unvested mutual fund share investments), will continue to vest and/or be paid, as applicable, in accordance with the original vesting schedule provided for in the applicable award agreement, and any stock options will, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to compliance with the terms of the Non-Compete Release and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; provided however, any vesting events scheduled to occur for the applicable grant during the two-year, non-compete period will not be delivered to you until the expiration of such two year period and your satisfactory compliance with the Non-Compete Release. The Company may elect in its sole discretion to accelerate the vesting of any unvested equity award granted to you after the two-year, non-compete period but prior to the completion of its original vesting schedule. For purposes of this agreement, "good standing" shall mean that the Chief Executive Officer or Chief Investment Officer of the Company has approved the continuation of vesting and has certified that you have not engaged in any conduct, action or omission that would constitute grounds for terminating your employment for "Cause" (as defined below).

Voluntary Termination with Non-Compete Obligation

        If during the Term you terminate your employment voluntarily while in good standing with the Company and you sign a legal release of your claims against the Company, containing covenants by you of a two-year, commercially reasonable non-compete and non-solicitation of employees, customers/clients and business (with non-solicitation language substantially similar to that set forth in Exhibit A), and of a complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company (the "Non-Compete Release"), then, in addition to receiving the Accrued Obligations, all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval) and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004 ("equity long-term incentive awards" shall include without limitation unvested shares of Janus restricted stock, unvested options to purchase Janus stock, and awards consisting of unvested mutual fund share investments), will continue to vest and/or be paid, as applicable, in accordance with the original vesting schedule provided for in the applicable award agreement, and any stock options will, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to compliance with the terms of the Non-Compete Release and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; provided however, any vesting events scheduled to occur for the applicable grant during the two-year, non-compete period will not be delivered to you until the expiration of such two year period and your satisfactory compliance with the Non-Compete Release. The Company may elect in its sole discretion to accelerate the vesting of any unvested equity award granted to you after the two-year, non-compete period but prior to the completion of its original vesting schedule. For purposes of this agreement, "good standing" shall mean that the Chief Executive Officer or Chief Investment Officer of the Company has approved the continuation of vesting and has certified that you have not engaged in any conduct, action or omission that would constitute grounds for terminating your employment for "Cause" (as defined below).

EXCERPTS ON THIS PAGE:

10-Q (2 sections)
Nov 7, 2006
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