Common use of Competitive Services Clause in Contracts

Competitive Services. During the period that Employee is employed under this Agreement and through a period ending on July 31, 2016, or if later 90 days after Employee ceases to be employed under this Agreement for any reason, Employee will not: (i) invest in or manage, or participate or engage in the business of investing in or managing, or engage or participate in the business of raising or pooling of cash or other assets for investment in, Securities, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fund, mutual fund, investment company, managed account, fund of funds or other vehicles for the investment or management of money or assets), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such Covered Business, render any services to such Covered Business, raise capital for such Covered Business, or otherwise become interested in or aid, represent or assist such Covered Business directly or indirectly in any manner; provided, however, that the provisions in this Section 12(i) shall not be deemed to preclude Employee, after cessation of his employment under this Agreement, from acquiring Securities of any Covered Business solely as a passive investment so long as such Securities do not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities of such corporation or entity and the Securities of such entity are: (i) registered under Section 12 of the Securities Exchange Act of 1934; or (ii) are purchased without reduction or waiver of management fees, incentive allocations or other costs and reflect solely the proportionate economic interests of the Employee based only upon his invested capital on a pro rata basis.

Competitive Services. During (a) Except as otherwise provided in this Agreement, neither the Employee nor any of his Affiliates shall, during the term of this Agreement, purchase any additional positions in the issuers of the Securities included on the List without the prior written consent of the Employer. For the avoidance of doubt: (i) any Securities included on the List which are Securities that were already held by the Funds and/or their Affiliates at the time of delivery of the List by the Employee shall not be eligible for the Mesa Portfolio; (ii) the Funds and/or their Affiliates may continue acquiring positions in such Securities without restriction; and (iii) such Securities will not be taken into account in Calculating the Profit-Sharing Payment. (b) Subject to Section 13(c), during the period that the Employee is employed under this Agreement and through the shorter of (i) a period ending on July 31the Term End or (ii) twelve (12) months following Employee’s termination of employment (the “Non-Compete Period”), 2016neither the Employee nor any of his Affiliates will, directly or if later 90 days after Employee ceases to be employed under indirectly, except as expressly permitted by this Agreement for any reason, Employee will not: Agreement: (i1) invest in or manage, or participate or engage in the business of investing in or managing, or engage or participate in the business of raising or pooling of cash or other assets for investment in, Securities, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) (each a “Covered Business”) Business or group of Affiliated Covered Businesses (including, without limitation, any hedge fund, mutual fund, investment company, managed account, fund of funds or other vehicles for the investment or management of money or assets)Businesses, whether for his own account or with, for or on behalf of any Covered Business Business, in any capacity, directly indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such any Covered Business, render any services to such any Covered Business, raise capital for such any Covered Business, or otherwise become interested in or aid, represent or assist such any Covered Business directly or indirectly in any manner; or (2) acquire, directly or indirectly, any Securities of publicly traded companies that would be suitable for the Mesa Portfolio; provided, however, that that, the provisions in this Section 12(i13(b) shall not be deemed to preclude Employeethe Employee from making investments in any Rejected Positions in accordance with the provisions of this Agreement (prior to such time, after cessation if any, that such Rejected Positions are purchased by the Mesa Portfolio) and/or investments in: (x) exchange traded funds, hedge funds, real estate, mutual funds, treasuries or such other similar investments which are passive in nature; or (y) following the termination of his employment under this Agreement, from acquiring Securities of any Covered Business solely as a passive investment so long as such Securities do not, in the aggregate, (i) private companies or (ii) public companies that constitute no more than one five percent (15%) of any class or series of outstanding Securities of such corporation or entity and entity. For the Securities avoidance of such entity aredoubt, nothing herein contain shall preclude Employee from retaining any investment he holds as of the Execution Time. (c) Section 13(b) shall not be applicable following the termination of this Agreement if the employment of the Employee ceases as the result of: (i) registered under Section 12 termination of the Securities Exchange Act employment of 1934the Employee by Employer without Cause (including a deemed termination without Cause as a result of any Sale of a Mesa Position that is not a Permitted Sale); (ii) termination of the employment of the Employee by means of a Permitted Resignation; or (iii) termination of this Agreement upon a Change in Control. (d) From the Execution Time and through a period ending one (1) year from the last day of the Employee’s employment under this Agreement, the Employee will not: (i) solicit, interfere with or endeavor to entice away from the Employer or any of its subsidiaries or Affiliates, any current or prospective customer or client who has received marketing materials within three (3) months of the last day of Employee’s employment; (ii) are purchased without reduction attempt to direct or waiver solicit any current or prospective customer or client away from the Employer or any of management feesits subsidiaries or Affiliates; (iii) interfere with, incentive allocations entice away or other costs and reflect solely otherwise attempt to obtain or induce the proportionate economic interests withdrawal of any employee of the Employer or any of its subsidiaries or Affiliates; (iv) advise any person not to do business with the Employer or any of its subsidiaries or Affiliates; or (v) attempt to direct, divert, or otherwise usurp any business opportunity or transaction that the Employee based only upon his invested capital learned of during the Employee’s employment with the Employer. (e) The Icahn Group has a worldwide reputation and operates on a pro rata basisworldwide basis and the scope of these covenants will and are intended to prohibit the Employee’s activities throughout the world. The provisions of Sections 8, 0, 0, 13(b) and 0 are fair and reasonable and necessary to protect the business, reputation, goodwill and franchise of the Icahn Group and Mr. Icahn and his family. Considering the significant potential compensation of the Employee, the Employee is willing and well able to comply with its provisions without hardship.

Competitive Services. During the period that Employee is employed under this Agreement and through for a period ending on July 31, 2016, or if later 90 days of one (1) year after Employee ceases to be employed under this Agreement for any reason, including, but not limited to, the expiration of the term of employment hereunder, Employee will not: (i) invest in or managein, or participate or in, engage in the business of investing in or investing, managing, or engage or participate in the business of raising or pooling pooling, of cash or other assets for investment in, Securitiesin private or public debt or equity, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fund, mutual fund, investment company, managed account, fund of funds or other vehicles for the investment or management of money or assets), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such Covered Business, render any services to such Covered Business, raise capital for such Covered Business, or otherwise become interested in or aid, represent or assist such Covered Business directly or indirectly in any manner; provided, however, that the provisions in this Section 12(i17(i) shall not be deemed to preclude Employee, after cessation of his employment under this Agreement, from acquiring Securities securities of any Covered Business solely as a passive investment which may be engaged in activities competitive with the investment or investment management business of the Icahn Group so long as such Securities securities do not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities securities of such corporation or entity and the Securities securities of such entity are: (i) registered under Section 12 of the Securities Exchange Act of 1934; or (ii) are purchased without reduction or waiver of management fees, incentive allocations or other costs and reflect solely the proportionate economic interests of the Employee based only upon his invested capital on a pro rata basis.

Competitive Services. During (i) Employee agrees that from the period that Employee is employed date hereof (other than as the “Employee” under this Agreement Agreement) and through a period ending on July 31, 2016, or if later 90 days after Employee ceases to be employed one (1) year from the last day of Employee’s employment under this Agreement for (such date, the “End Date”), he will not engage or participate, directly or indirectly, in any reason, Employee will not: (i) invest in or manage, or participate or engage in business that is competitive with the business of investing in the Employer or managing, any of its subsidiaries or engage or participate in the business of raising or pooling any customer of cash or other assets for investment in, Securities, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) the Employer (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fundsupplier or distributor of automotive, mutual fundcommercial vehicle or industrial powertrain and/or safety technologies, investment company, managed account, fund of funds whether marketed to original equipment manufacturers or other vehicles for the investment or management of money or assetsaftermarket), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly or indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such any Covered Business, render any services to such any Covered Business, raise capital or seek to raise capital for such any Covered Business, or otherwise become interested in in, receive compensation from, or aid, represent Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. Information for which confidential treatment has been requested has been replaced with asterisks represent, work with or for, or assist such any Covered Business directly or indirectly in any mannermanner and will not seek, agree to, obtain, negotiate with respect to or otherwise arrange to engage in, any of the activities, arrangements, employment, relationships, transactions or investments referred to above; provided, however, that the provisions in this Section 12(i9(i) shall not be deemed to preclude EmployeeEmployee from investing his own funds to acquire securities solely for his own account: (x) during the Term in a manner that is in compliance with the policies and procedures of the Employer and its subsidiaries; or (y) after the end of the Term and on or prior to the End Date, after cessation of his employment under this Agreement, from acquiring Securities of that either (A) does not constitute a direct or indirect interest in any Covered Business Business; or (B) if such investment does constitute a direct or indirect interest in a Covered Business, such investment is solely as a passive investment, and such investment so long as such Securities do does not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities securities of such corporation or entity Covered Business and the Securities securities of such entity are: (i) so purchased by Employee are registered under Section 12 of the Securities Exchange Act of 1934. Notwithstanding the foregoing: (A) Employer may, in its discretion, extend the 1-year post-employment period specified in Section 9(i) above for an additional one (1) year (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is two (2) years from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than sixty (60) days prior to the expiration of the initial 1-year post-employment period; provided, however, that any such extension shall be subject to Employee receiving, during the second year of such extended period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (B) In the event that this Agreement is terminated in accordance with its terms upon expiration of the Term on March 31, 2017 and is not extended beyond March 31, 2017, the 1-year post-employment period specified in Section 9(i) above shall be inapplicable unless the Employer elects, in its discretion, to have such 1-year period apply to Employee (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is one (1) year from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than sixty (60) days prior to the expiration of the Term; provided, however, that any such extension shall be subject to Employee receiving, during such 1-year period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (C) Employee shall have the right to elect COBRA continuation coverage for himself and eligible family members with respect to the 1-year post-employment period specified in Section 9(i) above, as well during any time that such period is extended at the election of Employer pursuant to this Agreement, in which case Employer shall pay any applicable premiums to the same extent as if Employee continued to be employed under this Agreement; provided, however, that such coverage shall cease at such time as Employee becomes employed by a company other than Employer. Certain information contained in this Exhibit has been redacted pursuant to a request for confidential treatment filed by Federal-Mogul Corporation with the Securities Exchange Commission pursuant to rule 24b-2 promulgated under the Securities Exchange Act of 1934. Information for which confidential treatment has been requested has been replaced with asterisks (ii) From the date hereof and through a period ending on the End Date, Employee will not: (a) solicit, interfere with or endeavor to entice away from Employer or any of its subsidiaries or Affiliates, any current or prospective customer or client, or any person in the habit of dealing with any of the foregoing; (b) attempt to direct or solicit any current or prospective customer or client away from Employer or any of its subsidiaries or Affiliates; (c) interfere with, entice away or otherwise attempt to obtain or induce the withdrawal of any employee of Employer or any of its subsidiaries or Affiliates; (d) advise any person not to do business with Employer or any of its subsidiaries or Affiliates; or (iie) attempt to direct, divert, or otherwise usurp any business opportunity or transaction that Employee learned of during Employee’s employment with Employer. (iii) The Employee acknowledges and agrees that Employer and its subsidiaries have a worldwide reputation and operate on a worldwide basis and that the scope of this covenant will and is intended to prohibit his activities as set forth above throughout the world. The Employee acknowledges and agrees that the provisions of Sections 8 and 9 are purchased without reduction or waiver fair and reasonable and necessary to protect the business, reputation, goodwill and franchise of management feesEmployer and its subsidiaries. Employee acknowledges that, incentive allocations or other costs and reflect solely the proportionate economic interests in light of the significant compensation of Employee, Employee based only upon his invested capital on a pro rata basisis voluntarily entering into this provision and is well able to comply with its provisions without hardship.

Competitive Services. During i) Employee agrees that from the period that Employee is employed date hereof (other than as the “Employee” under this Agreement Agreement) and through a period ending on July 31, 2016, or if later 90 days after Employee ceases to be employed one (1) year from the last day of Employee’s employment under this Agreement for (such date, the “End Date”), he will not engage or participate, directly or indirectly, in any reason, Employee will not: (i) invest in or manage, or participate or engage in business that is competitive with the business of investing in or managing, or engage or participate in the business of raising or pooling of cash or other assets for investment in, Securities, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship Employer or any other enterprise (whether or not conducted for profit) of its subsidiaries (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fundsupplier of automotive, mutual fundcommercial vehicle or industrial powertrain and/or safety technologies, investment company, managed account, fund of funds whether marketed to original equipment manufacturers or other vehicles for the investment or management of money or assetsaftermarket), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly or indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such any Covered Business, render any services to such any Covered Business, raise capital or seek to raise capital for such any Covered Business, or otherwise become interested in in, receive compensation from, or aid, represent represent, work with or for, or assist such any Covered Business directly or indirectly in any mannermanner and will not seek, agree to, obtain, negotiate with respect to or otherwise arrange to engage in, any of the activities, arrangements, employment, relationships, transactions or investments referred to above; provided, however, that the provisions in this Section 12(i9(i) shall not be deemed to preclude EmployeeEmployee from investing his own funds to acquire securities solely for his own account: (x) during the Term in a manner that is in compliance with the policies and procedures of the Employer and its subsidiaries; or (y) after the end of the Term and on or prior to the End Date, after cessation of his employment under this Agreement, from acquiring Securities of that either (A) does not constitute a direct or indirect interest in any Covered Business Business; or (B) if such investment does constitute a direct or indirect interest in a Covered Business, such investment is solely as a passive investment, and such investment so long as such Securities do does not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities securities of such corporation or entity Covered Business and the Securities securities of such entity are: (i) so purchased by Employee are registered under Section 12 of the Securities Exchange Act of 1934. Notwithstanding the foregoing: (A) Employer may, in its sole and absolute discretion, extend the 1-year post-employment period specified in Section 9(i) above for an additional one (1) year (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is two (2) years from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than fifteen (15) days prior to the expiration of the initial 1-year post-employment period; provided, however, that any such extension shall be subject to Employee receiving, during the second year of such extended period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (B) In the event that this Agreement is terminated in accordance with its terms upon expiration of the Term on March 31, 2016 and is not extended beyond March 31, 2016, the 1-year post-employment period specified in Section 9(i) above shall be inapplicable unless the Employer elects, in its sole and absolute discretion, to have such 1-year period apply to Employee (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is one (1) year from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than fifteen (15) days prior to the expiration of the Term; provided, however, that any such extension shall be subject to Employee receiving, during such 1-year period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (C) Employee shall have the right to elect COBRA continuation coverage for himself and eligible family members with respect to the 1-year post-employment period specified in Section 9(i) above, as well during any time that such period is extended at the election of Employer pursuant to this Agreement, in which case Employer shall pay any applicable premiums; provided, however, that such coverage shall cease at such time as Employee becomes employed by a company other than Employer. ii) From the date hereof and through a period ending on the End Date, Employee will not: (a) solicit, interfere with or endeavor to entice away from Employer or any of its subsidiaries or Affiliates, any current or prospective customer or client, or any person in the habit of dealing with any of the foregoing; (b) attempt to direct or solicit any current or prospective customer or client away from Employer or any of its subsidiaries or Affiliates; (c) interfere with, entice away or otherwise attempt to obtain or induce the withdrawal of any employee of Employer or any of its subsidiaries or Affiliates; (d) advise any person not to do business with Employer or any of its subsidiaries or Affiliates; or (iie) attempt to direct, divert, or otherwise usurp any business opportunity or transaction that Employee learned of during Employee’s employment with Employer. iii) The Employee acknowledges and agrees that Employer and its subsidiaries have a worldwide reputation and operate on a worldwide basis and that the scope of this covenant will and is intended to prohibit his activities as set forth above throughout the world. The Employee acknowledges and agrees that the provisions of Sections 8 and 9 are purchased without reduction or waiver fair and reasonable and necessary to protect the business, reputation, goodwill and franchise of management feesEmployer and its subsidiaries. Employee acknowledges that, incentive allocations or other costs and reflect solely the proportionate economic interests in light of the significant compensation of Employee, Employee based only upon his invested capital on a pro rata basisis voluntarily entering into this provision and is well able to comply with its provisions without hardship.

Competitive Services. During the period that Employee is employed under this Agreement and through for a period ending on July 31, 2016, or if later 90 days of one (1) year after Employee ceases to be employed under this Agreement for any reasonreason including, but not limited to, the expiration of the term of employment hereunder, Employee will not: (i) invest in or managein, or participate or in, engage in the business of investing in or investing, managing, or engage or participate in the business of raising or pooling pooling, of cash or other assets for investment in, Securitiesin private or public debt or equity, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fund, mutual fund, investment company, managed account, fund of funds or other vehicles for the investment or management of money or assets), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such Covered Business, render any services to such Covered Business, raise capital for such Covered Business, or otherwise become interested in or aid, represent or assist such Covered Business directly or indirectly in any manner; provided, however, that the provisions in this Section 12(i11(i) shall not be deemed to preclude Employee, after cessation of his employment under this Agreement, from acquiring Securities securities of any Covered Business solely as a passive investment which may be engaged in activities competitive with the investment or investment management business of the Icahn Group so long as such Securities securities do not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities securities of such corporation or entity and the Securities securities of such entity are: (i) registered under Section 12 11 of the Securities Exchange Act of 1934; or (ii) are purchased without reduction or waiver of management fees, incentive allocations or other costs and reflect solely the proportionate economic interests of the Employee based only upon his invested capital on a pro rata basis.

Competitive Services. During i) Employee agrees that from the period that Employee is employed date hereof (other than as the “Employee” under this Agreement Agreement) and through a period ending on July 31, 2016, or if later 90 days after Employee ceases to be employed one (1) year from the last day of Employee’s employment under this Agreement for (such date, the “End Date”), he will not engage or participate, directly or indirectly, in any reason, Employee will not: (i) invest in or manage, or participate or engage in business that is competitive with the business of investing in the Employer or managing, any of its subsidiaries or engage or participate in the business of raising or pooling any customer of cash or other assets for investment in, Securities, either individually or with any person, entity, venture, vehicle, limited liability company, business, fund, partnership, corporation, agency, proprietorship or any other enterprise (whether or not conducted for profit) the Employer (each a “Covered Business”) or group of Affiliated Covered Businesses (including, without limitation, any hedge fundsupplier or distributor of automotive, mutual fundcommercial vehicle or industrial powertrain and/or safety technologies, investment company, managed account, fund of funds whether marketed to original equipment manufacturers or other vehicles for the investment or management of money or assetsaftermarket), whether for his own account or with, for or on behalf of any Covered Business in any capacity, directly or indirectly, whether as an individual, investor, stockholder, partner, owner, equity owner, lender, agent, trustee, consultant, employee, advisor, manager, franchisee or in any other relationship or capacity, and will not enter into the employ of such any Covered Business, render any services to such any Covered Business, raise capital or seek to raise capital for such any Covered Business, or otherwise become interested in in, receive compensation from, or aid, represent represent, work with or for, or assist such any Covered Business directly or indirectly in any mannermanner and will not seek, agree to, obtain, negotiate with respect to or otherwise arrange to engage in, any of the activities, arrangements, employment, relationships, transactions or investments referred to above; provided, however, that the provisions in this Section 12(i9(i) shall not be deemed to preclude EmployeeEmployee from investing his own funds to acquire securities solely for his own account: (x) during the Term in a manner that is in compliance with the policies and procedures of the Employer and its subsidiaries; or (y) after the end of the Term and on or prior to the End Date, after cessation of his employment under this Agreement, from acquiring Securities of that either (A) does not constitute a direct or indirect interest in any Covered Business Business; or (B) if such investment does constitute a direct or indirect interest in a Covered Business, such investment is solely as a passive investment, and such investment so long as such Securities do does not, in the aggregate, constitute more than one percent (1%) of any class or series of outstanding Securities securities of such corporation or entity Covered Business and the Securities securities of such entity are: (i) so purchased by Employee are registered under Section 12 of the Securities Exchange Act of 1934. Notwithstanding the foregoing: (A) Employer may, in its discretion, extend the 1-year post-employment period specified in Section 9(i) above for an additional one (1) year (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is two (2) years from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than fifteen (15) days prior to the expiration of the initial 1-year post-employment period; provided, however, that any such extension shall be subject to Employee receiving, during the second year of such extended period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (B) In the event that this Agreement is terminated in accordance with its terms as a result of expiration of the Term on March 31, 2018 and is not extended beyond March 31, 2018, the 1-year post-employment period specified in Section 9(i) above shall be inapplicable unless the Employer elects, in its discretion, to have such 1-year period apply to Employee (in which case the “End Date” for purposes of both Section 9(i) above and Section 9(ii) below shall be the date that is one (1) year from the last day of Employee’s employment under this Agreement) by providing written notice to that effect to Employee not later than fifteen (15) days prior to the expiration of the Term; provided, however, that any such extension shall be subject to Employee receiving, during such 1-year period, one year’s Base Salary (at the rate in effect at the time of termination), payable in accordance with the normal payroll practices of Employer; and (C) Employee shall have the right to elect COBRA continuation coverage for himself and eligible family members with respect to the 1-year post-employment period specified in Section 9(i) above, as well during any time that such period is extended at the election of Employer pursuant to this Agreement, in which case Employer shall pay any applicable premiums; provided, however, that the payment of such premiums by Employer shall cease at such time as Employee becomes employed by a company other than Employer. For the avoidance of doubt, nothing in this Section 9(i)(C) is intended to interfere with Employee’s right to elect COBRA continuation coverage under applicable federal and state law. i) From the date hereof and through a period ending on the End Date, Employee will not: (a) solicit, interfere with or endeavor to entice away from Employer or any of its subsidiaries or Affiliates, any current or prospective customer or client, or any person in the habit of dealing with any of the foregoing; (b) attempt to direct or solicit any current or prospective customer or client away from Employer or any of its subsidiaries or Affiliates; (c) interfere with, entice away or otherwise attempt to obtain or induce the withdrawal of any employee of Employer or any of its subsidiaries or Affiliates; (d) advise any person not to do business with Employer or any of its subsidiaries or Affiliates; or (e) attempt to direct, divert, or otherwise usurp any business opportunity or transaction that Employee learned of during Employee’s employment with Employer. ii) The Employee acknowledges and agrees that Employer and its subsidiaries have a worldwide reputation and operate on a worldwide basis and that the scope of this covenant will and is intended to prohibit his activities as set forth above throughout the world. The Employee acknowledges and agrees that the provisions of Sections 8 and 9 are purchased without reduction or waiver fair and reasonable and necessary to protect the business, reputation, goodwill and franchise of management feesEmployer and its subsidiaries. Employee acknowledges that, incentive allocations or other costs and reflect solely the proportionate economic interests in light of the significant compensation of Employee, Employee based only upon his invested capital on a pro rata basisis voluntarily entering into this provision and is well able to comply with its provisions without hardship.