Florida Senate - 2025 COMMITTEE AMENDMENT Bill No. SB 922 Ì445784LÎ445784 LEGISLATIVE ACTION Senate . House Comm: RCS . 03/17/2025 . . . . ————————————————————————————————————————————————————————————————— ————————————————————————————————————————————————————————————————— The Committee on Commerce and Tourism (Leek) recommended the following: 1 Senate Amendment 2 3 Delete lines 126 - 284 4 and insert: 5 provide discretionary incentive compensation or discretionary 6 benefits or have the covered employee continue performing any 7 work during the notice period. 8 (6) “Covered noncompete agreement” means a written 9 agreement, or a portion of a written agreement, between a 10 covered employee and a covered employer in which, for a period 11 not to exceed 4 years and within a specified geographic area, 12 which may be global in scope, the covered employee agrees not to 13 assume a role with or for another business, entity, or 14 individual: 15 (a) In which the covered employee would provide services 16 similar to the services provided to the covered employer during 17 the 3 years preceding the noncompete period; or 18 (b) In which it is reasonably likely the covered employee 19 would use the confidential information or customer relationships 20 of the covered employer. 21 (7) “Noncompete period” means the time from the covered 22 employee’s termination of employment through the end of the 23 agreed-upon postemployment period of noncompetition as set forth 24 in the covered noncompete agreement. 25 (8) “Notice period” means the date from the covered 26 employee’s or covered employer’s written notice of intent to 27 terminate the covered employee’s employment through the date of 28 termination as set forth in a covered garden leave agreement. 29 (9) “Primary place of work” means the location where the 30 covered employee spends more work time than any other single 31 workplace. 32 (10) “Salary” means the base compensation, calculated on an 33 annualized basis, which a covered employer pays a covered 34 employee, including a base wage, a salary, a professional fee, 35 or other compensation for personal services, and the fair market 36 value of any benefit other than cash. Salary does not include 37 health care benefits, severance pay, retirement benefits, 38 expense reimbursement, distribution of earnings and profits not 39 included as compensation for personal services, discretionary 40 incentives or awards, or anticipated but indeterminable 41 compensation, including tips, bonuses, or commissions. 42 542.44 Covered garden leave agreement.— 43 (1) APPLICABILITY.—This section applies to: 44 (a) A covered garden leave agreement with a covered 45 employee who maintains a primary place of work in this state, 46 regardless of any applicable choice of law provisions; or 47 (b) A covered employee who is subject to a covered garden 48 leave agreement with a covered employer with a significant nexus 49 to this state. 50 51 If any provision of this section is in conflict with any other 52 law, the provisions of this section shall govern. 53 (2) RESTRAINT OF TRADE.—A covered garden leave agreement 54 does not violate public policy as a restraint of trade, as 55 described in s. 542.18, or an attempt to monopolize trade or 56 commerce in this state, as described in s. 542.19, and is fully 57 enforceable according to its terms, provided that: 58 (a) A covered employee is provided proper notice of the 59 covered garden leave agreement before its execution, as 60 described in subsection (3); and 61 (b) The covered garden leave agreement provides that: 62 1. After the first 90 days of the notice period, the 63 covered employee does not have to provide services to the 64 covered employer; 65 2. The covered employee may engage in nonwork activities at 66 any time, including during normal business hours, during the 67 remainder of the notice period; and 68 3. The covered employee may, with the permission of the 69 covered employer, work for another employer while still employed 70 by the covered employer during the remainder of the notice 71 period. 72 (3) NOTICE; WAIVER OF NOTICE.— 73 (a) Proper notice of a covered garden leave agreement 74 requires: 75 1. For a prospective covered employee, at least 7 days 76 before a prospective covered employee’s offer of employment 77 expires. 78 2. For a current covered employee, at least 7 days before 79 an offer to enter into a covered garden leave agreement expires. 80 (b) A prospective or current covered employee must 81 acknowledge in writing that he or she was expressly advised of 82 the right to seek legal counsel before the execution of the 83 covered garden leave agreement. 84 (c) The covered employer may, without breach of the covered 85 garden leave agreement, waive any portion of this subsection by 86 providing at least 30 days’ advance notice in writing to the 87 covered employee. 88 (4) OTHER AGREEMENTS.—This section does not affect or limit 89 the enforceability of any other employment agreement or any 90 other agreement. 91 (5) BREACH OF A COVERED GARDEN LEAVE AGREEMENT; REMEDIES.— 92 (a) Upon application by a covered employer, a court must 93 preliminarily enjoin a covered employee from providing services 94 to any business, entity, or individual other than the covered 95 employer during the notice period. The court may modify or 96 dissolve the injunction only if the covered employee establishes 97 by clear and convincing evidence that: 98 1. The covered employee will not perform, during the notice 99 period, any work similar to the services provided to the covered 100 employer during the 3-year period preceding the commencement of 101 the notice period, or use confidential information or customer 102 relationships of the covered employer; or 103 2. The covered employer has failed to pay or provide the 104 salary and benefits provided for in the covered garden leave 105 agreement during the notice period and has had a reasonable 106 opportunity to cure the failure. 107 (b) Upon application by a covered employer, a court must 108 preliminarily enjoin a business, an entity, or an individual 109 from engaging a covered employee during the covered employee’s 110 notice period. The court may modify or dissolve the injunction 111 only if the business, entity, or individual establishes by clear 112 and convincing evidence, based on public or other 113 nonconfidential information, that: 114 1. The covered employee will not provide any services 115 similar to the services provided to the covered employer during 116 the 3-year period preceding the commencement of the notice 117 period, or use confidential information or customer 118 relationships of the covered employer; or 119 2. The business or individual seeking to employ or engage 120 the covered employee is not engaged in, and is not planning or 121 preparing to engage in, any business activity similar to those 122 engaged in by the covered employer during the notice period. 123 124 Any information filed with the court which the covered employer 125 deems to be confidential must be filed under seal to protect 126 trade secrets or avoid substantial injury. 127 (c) The injunctive relief provided under this section is 128 not an exclusive remedy, and a prevailing covered employer is 129 entitled to recover all available monetary damages for all 130 available claims. 131 (d) In any action to enforce this section, the prevailing 132 party is entitled to reasonable attorney fees and costs. 133 (e) If the covered employee engages in gross misconduct 134 against the covered employer, the covered employer may reduce 135 the salary or benefits of the covered employee or take other 136 appropriate action during the notice period, which reduction or 137 other action may not be considered a breach of the covered 138 garden leave agreement. 139 542.45 Covered noncompete agreements.— 140 (1) APPLICABILITY.—This section applies to: 141 (a) A covered noncompete agreement with a covered employee 142 who maintains a primary place of work in this state, regardless 143 of any applicable choice of law provisions; or 144 (b) A covered employee who is subject to a covered 145 noncompete agreement with a covered employer with a significant 146 nexus to this state. 147 148 In either case, if any provision of this section is in conflict 149 with any other law, the provisions of this section govern. 150 (2) RESTRAINT OF TRADE.—A covered noncompete agreement does 151 not violate public policy as a restraint of trade, as described 152 in s. 542.18, or an attempt to monopolize trade or commerce in 153 this state, as described in s. 542.19, and is fully enforceable 154 according to its terms, provided that: 155 (a) A covered employee is provided proper notice of the 156 covered noncompete agreement before its execution, as described 157 in subsection (3); and 158 (b) A covered noncompete agreement provides that the 159 noncompete period is reduced day-for-day by any nonworking 160 portion of the notice period, pursuant to a covered garden leave 161 agreement between the covered employee and the covered employer, 162 if applicable. 163 (3) NOTICE.—Proper notice of a covered