Competitive Activity

Competitive Activity. The Executive's direct employment, without the written consent of the Board (or any Committee of the Board to which the Board delegates its authority under this Section 18(i) in writing), in any business or enterprise (including the Executive's own business or enterprise) if: (1) the business or enterprise engages in substantial and direct competition with the Company or any of its Subsidiaries in any state in which the Company or Subsidiary was engaged in business or actively negotiating to... enter business on the Termination Date; and (2) the business's or enterprise's sales of any product or service competitive with any product or service of the Company or any of its Subsidiaries amounted to 10% of the business's or enterprise's net sales for its most recently completed fiscal year; and (3) the Company's or Subsidiary's net sales of the competitive product or service amounted to 10% of the Company's or Subsidiary's net sales for its most recently completed fiscal year; and (4) the Board determines the Executive's employment in the business or enterprise is detrimental to the Company or any of its Subsidiaries. "Competitive Activity" does not include the mere ownership of not more than 10% of the total combined voting power or aggregate value of all classes of stock or other securities in the enterprise and the Executive's exercise of rights resulting from ownership of the stock. The Board (or its delegate) has sole discretion and authority to determine if the Executive is engaging in Competitive Activity for purposes of this Agreement. It is the Executive's responsibility to provide information sufficient for the Board (or its delegate) to make these determinations. View More

Competitive Activity. "Competitive Activity." "Competitive Activity" while Grantee is an employee of the Corporation means any participation in, employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion or organization of, any Person other than PNC or any of its subsidiaries (1) engaged in business activities similar to some or all of the business activities of PNC or any subsidiary or (2) engaged in business activities that Grantee knows PNC or any subsidiary intends to... enter within the next twelve (12) months, in either case whether Grantee is acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. "Competitive Activity" on or after Grantee's Termination Date means any participation in, employment by, ownership of any equity interest exceeding one percent (1%) in, or promotion or organization of, any Person other than PNC or any of its subsidiaries (a) engaged in business activities similar to some or all of the business activities of PNC or any subsidiary as of Grantee's Termination Date or (b) engaged in business activities that Grantee knows PNC or any subsidiary intends to enter within the first twelve (12) months after Grantee's Termination Date or, if later and if applicable, after the date specified in subsection (a), clause (ii) of the definition of Detrimental Conduct in Section 12.11, in either case whether Grantee is acting as agent, consultant, independent contractor, employee, officer, director, investor, partner, shareholder, proprietor or in any other individual or representative capacity therein. For purposes of Competitive Activity as defined in this Section 12.8, and for purposes of the definition of competitive activity in any other PNC restricted share unit or in any PNC restricted stock, stock option, or other equity-based award or awards held by Grantee, however, the term subsidiary or subsidiaries shall not include companies in which the Corporation holds an interest pursuant to its merchant banking authority. View More

Competitive Activity. Means: (i) engaging in any aspect of the Business that Employee was involved with on behalf the Company at any time during the last 12 months of Employee's employment; (ii) engaging in work for a Competitor that is substantially similar to the work Employee performed on behalf of the Company at any time during the last 12 months of Employee's employment; or (iii) engaging in any work for a Competitor that is likely to result in Employee's use or disclosure of any Confidential Information.... Notwithstanding the preceding, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over the counter market or the beneficial ownership interest of less than five percent (5%) in a pooled investment fund, such as a mutual fund, which owns shares of stock or other equity interests of a Competitor shall not be deemed, in and of itself, Competitive Activity. View More

Competitive Activity. Means engaging in any activity with a Competitor, accepting an offer of employment or engagement with a Competitor in relation to which a public announcement has been made, being employed by, participating in or otherwise being interested in any business with a Competitor, or providing consulting services other than Permitted Consulting Services to any other financial institutions where such services relate to business activities that compete with the Company. For the purposes of this... definition, "public announcement" means (1) any comment, announcement, circular or other communication in the public domain (whether oral or written) made by or on behalf of Executive confirming Executive's acceptance of an offer of employment or engagement with a new employer; or (2) any 1 comment, announcement, circular or other communication in the public domain (whether oral or written) authorised by a new employer confirming Executive's acceptance of an offer of employment or engagement with the new employer View More

Competitive Activity. Means Participant's service as a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or Participant permits Participant's name to be used in connection with the activities of, any other business or organization anywhere in the United States, or in any other geographic area in which the Company or any of its subsidiaries operates or with respect to which the Company provides financial news and commentary coverage (or from which such other business or... organization provides financial news and commentary coverage of the United States), which engages in a business that competes with any business in which the Company or any subsidiary is engaged (a "Competing Business"); provided, however, that, notwithstanding the foregoing, it shall not be a Competitive Activity for Participant to (i) become the registered or beneficial owner of up to three percent (3%) of any class of capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that Participant does not otherwise participate in the business of such corporation or (ii) work in a non-competitive business of a company which is carrying on a Competing Business, the revenues of which represent less than twenty percent (20%) of the consolidated revenues of that company, or, as a result thereof, owning compensatory equity in that company. View More

Competitive Activity. The Participant's participation, without the written consent of the General Counsel of the Company, in the management of any Competitive Operation. Competitive Activity will not include (i) the mere ownership of securities in any enterprise or (ii) participation in the management of any enterprise or any business operation thereof, other than in connection with a Competitive Operation of such enterprise.

Competitive Activity. Engaging in the Restricted Business or the provision of related services to any person or entity engaged in the Restricted Business

Competitive Activity. Shall mean any activity that, whether conducted as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity, competes with the natural food and beverage business, which shall without limitation include all products within the Product Scope (or any other business using any Property of either Licensor) of the Company or any of its subsidiaries, any dietary supplement, food, or beverage products of the Company... approved by the Licensors, and any commercial partnership, joint venture or other strategic agreement between the Company or any of its subsidiaries and any third party in connection to the marketing, sale or distribution of such products; provided, however, that nothing contained in this Section 9(d) shall be deemed to prohibit a Licensor from acquiring, solely as a passive investment, less than 1% of the total outstanding securities of any publicly-traded corporation. View More

Competitive Activity. The term 'Competitive Activity' means the Participant's: (i) engagement in an activity - whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as a less than 1% shareholder of a publicly traded company) - that is competitive with any business of the Company or any Subsidiary conducted by the Company or such Subsidiary during the Participant's employment with the Company or the two-year period following the Date of Termination; (ii)... solicitation of any client and/or customer of the Company or any affiliate with respect to an activity prohibited by subparagraph (e)(i); (iii) solicitation or employment of any employee of the Company or any affiliate for the purpose of causing such employee to terminate his or her employment with the Company or such affiliate; or (iv) failure to keep confidential all Company trade secrets, proprietary and confidential information. View More

Competitive Activity. Shall have the meaning ascribed to such term in any written offer letter or employment or severance agreement between the Company or any of its Subsidiaries and Employee that was entered into on or after the date of adoption of the Plan, or in the absence of any such written agreement, shall mean, during the term of Employee's employment with the Company or any of its Subsidiaries and during the one year period immediately following Employee's termination of employment with the Company and its... Subsidiaries, directly or indirectly, for himself or for any other Person, participating in any Competitive Business or any business in which the Company is engaged or which Employee is aware that the Company is planning to engage in as of Employee's termination of employment with the Company and its Subsidiaries; provided that the passive ownership by Employee of not more than two and a half percent (2.5%) of the outstanding shares of any class of capital stock of a corporation which is publicly traded on a national securities exchange will not be deemed to be a Competitive Activity, so long as Employee has no active participation in the business of such corporation. View More