Common use of Competitive Conduct Clause in Contracts

Competitive Conduct. (a) During a period of one year beginning on the Separation Date (the “Non-Solicitation Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment. (b) During a period of three years beginning on the Separation Date (the “Non-Compete Restricted Period”), without prior consent of the Company, Executive will not directly or indirectly: (i) engage in the Business for a Competitor in any geographical area that is within 25 miles of any geographical area where the Restricted Group engages in the Business; (ii) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (iii) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors provided that this Section 1(b) shall cease to apply during any time that The Blackstone Group L.P. and its affiliated investment funds (“Sponsor”) beneficially own less than 25% of the voting power of the Company. (c) Notwithstanding anything to the contrary in this Agreement, during the Non-Compete Restricted Period, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (d) During the Non-Solicit Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) knowingly solicit or encourage any executive-level employee of the Restricted Group to leave the employment of the Restricted Group, provided, however, that this Section 1(d)(i) shall not apply with respect to executive-level employees of the Restricted Group who were (a) no longer employed by the Restricted Group as of the Separation Date, or (b) who respond to advertisements directed at the general public. (e) During the Non-Compete Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally interfere with any material consultant’s relationship with the Restricted Group and cause such consultant to cease working with the Restricted Group. (f) For purposes of this Agreement:

Competitive Conduct. (a) During a the period of one year beginning on the Separation Date (the “Non-Solicitation Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment. (b) During a period of three years beginning on the Separation Date (the “Non-Compete Restricted Period”), without prior consent of the Company, Executive will not directly or indirectly: (i) engage in the Business for a Competitor in any geographical area that is within 25 miles of any geographical area where the Restricted Group engages in the Business; (ii) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business; (iii) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors provided that this Section 1(b) shall cease to apply during any time that The Blackstone Group L.P. and its affiliated investment funds (“Sponsor”) beneficially own less than 25% of the voting power of the Company. (c) Notwithstanding anything to the contrary in this Agreement, during the Non-Compete Restricted Period, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) that which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person. (d) During the Non-Solicit Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) knowingly solicit or encourage any executive-level employee of the Restricted Group to leave the employment of the Restricted Group, provided, however, that this Section 1(d)(i; or (ii) shall not apply with respect to hire any such executive-level employees of the Restricted Group employee who were (a) no longer was employed by the Restricted Group as of the Separation Datedate of Executive’s termination of employment with the Company or who left the employment of the Restricted Group coincident with, or (b) who respond within one year prior to advertisements directed at or after, the general publictermination of Executive’s employment with the Company. (e) During the Non-Compete Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally interfere with encourage any material consultant’s relationship with consultant of the Restricted Group and cause such consultant to cease working with the Restricted Group. (f) For purposes of this Agreement: