Additional Noncompete Period

Additional Noncompete Period. (i) three years in the event of termination for Cause or by the Executive without Executive Good Reason, (ii) two years in the event of resignation by the Executive for Executive Good Reason or termination by the Company for Company Good Reason, or (iii) one year in the event of termination by the Company without Cause or without Company Good Reason.

Additional Noncompete Period. Means a period of two years commencing upon the Termination Date; provided, however, that (i) if during the Employment Period a Change of Control occurs, the Additional Noncompete Period shall be zero unless prior to consummation of such Change of Control the Company agrees in writing on terms and in a form reasonably acceptable to Executive to pay Executive upon such Change of Control (and the Company in fact 5 upon such Change of Control makes payment of) a lump sum amount in cash... equal to 250% of Executive's Base Salary as in effect at the time of such Change of Control for each 12 month period that is included in the Additional Noncompete Period (i.e., Executive would receive a total of 500% of his then current Base Salary for the two year Additional Noncompete Period) and (ii) if after termination of the Employment Period but before the second anniversary of such termination any such Change of Control occurs, the Additional Noncompete Period shall, effective upon consummation of such Change of Control, forthwith terminate and expire unless prior to consummation of such Change of Control the Company in writing on terms and in a form reasonably acceptable to Executive agrees to pay Executive upon such Change of Control (and the Company in fact upon such Change of Control makes payment of) a lump sum amount in cash equal to the product of (x) 250% of Executive's Base Salary in effect at the time of termination of his employment times (y) a fraction, the numerator of which is the number of calendar days remaining in the balance of the two year Additional Noncompete Period after such Change of Control, and the denominator of which is 365; provided further, however, that in the event of any Change of Control where the consideration paid to the stockholders of the Company or Holdings, as the case may be, pursuant to such Change of Control implies an "enterprise value" of the Company or Holdings, as applicable, of less than $395,000,000 (it being understood the term "enterprise value" means the value of the entire Company (or Holdings, as applicable) and all its subsidiaries without regard to capital structure and assuming the absence of any indebtedness for borrowed money), the Additional Noncompete Period shall be zero (if such Change of Control occurs during the Employment Period) or shall forthwith terminate and expire effective upon consummation of such Change of Control (if such Change of Control occurs after the Termination Date). View More