Common use of Employee Non-Solicitation Clause in Contracts

Employee Non-Solicitation. Seller shall not, and shall cause its Affiliates not to, directly or indirectly, for a period starting on the Closing Date and continuing until the one (1) year anniversary of the Closing Date, contact, solicit or approach for the purpose of offering employment to or other service relationship arrangement with (whether as an employee, consultant, agent, independent contractor or otherwise) any Company Employee during such one (1) year period; provided, however, that the foregoing shall not preclude (i) the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment with the Company, or (iv) the solicitation (or employment as a result of the solicitation) of any such Company Employee through (x) public advertisements or general solicitations that are not specifically target at such person(s) or (y) recruiting or search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope of the restrictive provisions set forth in this Section 6.12 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

Employee Non-Solicitation. Seller shall For a period of two (2) years from and after the Effective Date, (i) Sellers covenant and agree that Sellers will not, and shall will cause its Affiliates not totheir Related Persons to not, without the prior written consent of Buyer, directly or indirectly, for a period starting on the Closing Date and continuing until the one (1) year anniversary of the Closing Datesolicit, contact, induce or attempt to solicit or approach induce for employment any employee or agent of Buyer, the purpose Acquired Companies or their Related Persons to terminate his or her relationship with Buyer, the Acquired Companies and/or their Related Persons, and (ii)_Buyer covenants and agrees that Buyer will not, and will cause its Related Persons to not, without the prior written consent of offering Seller, directly or indirectly, solicit, induce or attempt to solicit or induce for employment any employee or agent of Seller or its Related Persons to terminate his or other service her relationship arrangement with (whether as an employee, consultant, agent, independent contractor Seller or otherwise) any Company Employee during such one (1) year periodits Related Persons; provided, however, that the foregoing neither Party shall not preclude be prohibited from (i) the hiring by Seller employing or its Affiliates of otherwise working with any such Company Employee person who is applying for employment with Seller contacts such Party on his or its Affiliates on their her own initiative and without direct or indirect inducement or encouragement by Seller or Affiliates, solicitation and (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment with the Company, or (iv) the solicitation (or employment as a result of the solicitation) of any such Company Employee through (x) public advertisements or conducting general solicitations that for employees or independent contractors (which solicitations are not specifically target targeted at such person(sany of the other Party’s employees) or (y) recruiting or through the use of media advertisements, professional search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalfotherwise. Seller, for itself and on behalf of its Affiliates, agrees that The Parties intend the scope of the restrictive provisions covenants set forth in this Section 6.12 are reasonable with respect 6.7 to subject matterbe enforced as written. However, time and scope and in the event that the provisions contained any provision set forth in this Section 6.12 are 6.7 is held by a material inducement court of competent jurisdiction to be invalid or unenforceable to any extent, such court shall exercise its discretion in reforming such provision to the end that Sellers and Related Persons shall be subject to such restrictions and obligations as the court deems reasonable under the circumstances and enforceable by Buyer’s entering into this Agreement and but for . In the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed event that any breach of the provisions a provision or term of this Section 6.12 by Seller 6.7 is found to be void or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition unenforceable to any other remedy extent and such court does not exercise its discretion to reform such provision, it may have, Buyer is the agreed upon intent of the parties hereto that all remaining provisions or terms of this Agreement shall remain in full force and effect to the maximum extent permitted by law and that this Agreement shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting enforceable as if such void or unenforceable provision or term had never been a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediespart hereof.

Employee Non-Solicitation. Seller shall In consideration for my employment with the Company and other valuable consideration, I agree that during the period of my Relationship with the Company and for a period of twelve (12) months thereafter, I will not, and shall cause its Affiliates not to, directly or indirectly, for a period starting solicit any person who shall then be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on the Closing Date and continuing until the one (1) year anniversary behalf of the Closing Datemyself or any other person, contactfirm, solicit corporation, association or approach other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment by the Company; or (b) encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to individuals: who (i) are uniquely essential to the management, organization, sales, research and development, or service of offering employment the business, or similar role; and (ii) with whom I am working or have worked, as to whom I have or other service relationship arrangement have had supervisory responsibilities, or regarding whom I received Confidential Information, in each case during the Look Back Period. In the event the Company loses an employee due, in whole or in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (30%) of the annual wages of the person(s) who were improperly solicited and left the Company, based on such person’s last rate of pay with (whether as an employee, consultant, agent, independent contractor or otherwise) any Company Employee during such one (1) year period; provided, however, that the foregoing Company. This payment shall not preclude (i) the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment with the Company, or (iv) the solicitation (or employment act as a result of the solicitation) of substitute for any remedy that would otherwise be available, including but not limited to, injunctive relief to prevent further violations. Nothing herein is intended or to be construed as a prohibition against general advertising such Company Employee through (x) public advertisements or general solicitations as “help wanted” ads that are not specifically target targeted at such person(s) or (y) recruiting or search firms retained the Company’s employees. This provision also does not preclude conduct protected by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope Section 7 of the restrictive provisions set forth National Labor Relations Act (NLRA) such as joining or forming a union, engaging in this Section 6.12 are reasonable with respect to subject mattercollective bargaining, time or engaging in other concerted activity for mutual aid and scope and that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediesprotection.

Employee Non-Solicitation. Seller shall notExecutive further agrees that, and shall cause its Affiliates during the Non-Competition Term, he will not tosolicit, directly or indirectly, for or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company, the DMV Portfolio or the TCV Entities during the twelve (12) month period immediately preceding or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by the Company, the DMV Portfolio or the TCV Entities (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a period starting on Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the Closing Date and continuing until intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the one (1) year anniversary employment of the Closing Date, contact, solicit or approach for the purpose of offering employment to or other service relationship arrangement with (whether as an employee, consultant, agent, independent contractor or otherwise) any Company Employee during such one (1) year periodCompany; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the foregoing Non-Competition Term, Executive is not in compliance with the terms of Section 8, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of Section 8 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the agreements and covenants not preclude (i) to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the hiring by Seller or its Affiliates facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s, the DMV Portfolio’s and the TCV Entities’ Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in furtherance of, and not in derogation of the provisions of Section 8, the Company and Executive agree that in the event a court should decline to enforce any terms of any such Company Employee who is applying for employment with Seller of the provisions of Section 8, that Section 8 shall be modified or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment reformed to restrict Executive’s competition with the Company, the DMV Portfolio or (iv) the solicitation (or employment TCV Entities to the maximum extent as a result of to time, geography and business scope, which the solicitation) of any such Company Employee through (x) public advertisements or general solicitations that are not specifically target at such person(s) or (y) recruiting or search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employeecourt finds enforceable; provided, without direction or knowledge on Seller’s or its Affiliates’ behalf. Sellerhowever, for itself and on behalf of its Affiliates, agrees that the scope of the restrictive provisions set forth in this Section 6.12 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of no event shall the provisions of this Section 6.12 8 be modified or reformed by Seller or its Affiliates will result in irreparable injury any court to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition more restrictive to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediesExecutive than those contained herein.

Employee Non-Solicitation. Seller shall In consideration for my employment with the Company and other valuable consideration, I agree that during the period of my Relationship with the Company and for a period of twelve (12) months thereafter, I will not, and shall cause its Affiliates not to, directly or indirectly, for a period starting solicit any person who shall then be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on the Closing Date and continuing until the one (1) year anniversary behalf of the Closing Datemyself or any other person, contactfirm, solicit corporation, association or approach other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment by the Company; or (b) encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to individuals: who are uniquely essential to the management, organization, sales, research and development, or service of offering employment the business, or similar role; with whom I am working or have worked; as to whom I have or other service relationship arrangement have had supervisory responsibilities; or regarding whom I received Confidential Information, during the Look Back Period. In the event the Company loses an employee due, in whole or in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (30%) of the annual wages of the person(s) who were improperly solicited and left the Company, based on such person’s last rate of pay with (whether as an employee, consultant, agent, independent contractor or otherwise) any Company Employee during such one (1) year period; provided, however, that the foregoing Company. This payment shall not preclude (i) the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment with the Company, or (iv) the solicitation (or employment act as a result of the solicitation) of substitute for any remedy that would otherwise be available, including but not limited to, injunctive relief to prevent further violations. Nothing herein is intended or to be construed as a prohibition against general advertising such Company Employee through (x) public advertisements or general solicitations as “help wanted” ads that are not specifically target targeted at such person(s) or (y) recruiting or search firms retained the Company’s employees. This provision also does not preclude conduct protected by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope Section 7 of the restrictive provisions set forth National Labor Relations Act (NLRA) such as joining or forming a union, engaging in this Section 6.12 are reasonable with respect to subject mattercollective bargaining, time or engaging in other concerted activity for mutual aid and scope and that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediesprotection.

Employee Non-Solicitation. Seller shall not, and shall cause its Affiliates not toFrom the Closing Date until the Non-Compete Termination Date, directly or indirectly, for a itself or on behalf of another, solicit for employment or engagement as an independent contractor, or for any other similar purpose, any person who was in the six-month period starting on preceding the Closing Date and continuing until solicitation, or is at the one (1) year anniversary time of the Closing Datesolicitation, contactan employee or independent contractor of Buyer or any of Buyer’s affiliates. Notwithstanding the foregoing, solicit or approach no Seller Party will be deemed to have breached its obligations under this Section if such personnel independently responded to a general solicitation for employment by such Seller Party. Each Seller Party acknowledges that the purpose restrictions in this Section 8(d) are reasonable in scope and duration and are necessary to protect Buyer after the Closing. Each Seller Party acknowledges that such Seller Party’s breach of offering employment this Section 8(d) will cause irreparable damage to Buyer, and upon breach of any provision of this Section 8(d), Buyer will be entitled to injunctive relief, specific performance or other service relationship arrangement with (whether as an employee, consultant, agent, independent contractor equitable relief without bond or otherwise) any Company Employee during such one (1) year periodother security; provided, however, that the foregoing shall not preclude (iremedies will in no way limit any other remedies Buyer may have. Whenever possible each provision and term of this Section 8(d) will be interpreted in a manner to be effective and valid, but if any provision or term of this Section 8(d) is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date extent of such termination prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of employment with such provision or term or the Company, remaining provisions or (iv) the solicitation (or employment as a result terms of this Section 8(d). If any of the solicitation) of any such Company Employee through (x) public advertisements or general solicitations that are not specifically target at such person(s) or (y) recruiting or search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope of the restrictive provisions covenants set forth in this Section 6.12 8(d) are held by a court of competent jurisdiction to contain limitations as to time, geographical area or scope of activity to be restrained that are not reasonable with respect and impose a greater restraint than is necessary to subject matterprotect the goodwill or other business interest of Buyer, time the court shall reform the covenants to the extent necessary to cause the limitations contained in the covenants as to time, geographical area and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement goodwill or other business interest of Buyer and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediescovenants as reformed.

Employee Non-Solicitation. Seller shall I agree that during the period of my employment with the Company and for a period of twelve (12) months thereafter, I will not, and shall cause its Affiliates not to, directly or indirectly, for a period starting use or disclose the Company’s trade secrets to solicit any person who shall then be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on the Closing Date and continuing until the one (1) year anniversary behalf of the Closing Datemyself or any other person, contactfirm, solicit corporation, association or approach other entity, for the purpose of: (a) soliciting such employee to terminate his or her employment by the Company; or (b) encouraging such person to go to work for a Competing Business. The foregoing employee non-solicitation provision shall be limited to the solicitation of offering employment individuals: (i) who are uniquely essential to the management, organization, sales, research and development, or other service relationship arrangement of the business, or similar role; and (ii) with whom I am working or have worked, as to whom I have or have had supervisory responsibilities, or regarding whom I received Confidential Information, in each case during the Look Back Period. In the event the Company loses an employee due, in whole or in part, to conduct by me that violates this Agreement prior to the issuance of injunctive relief, I shall pay the Company a sum equal to thirty percent (whether as an employee30%) of the annual wages of the person(s) who were improperly solicited and left the Company, consultant, agent, independent contractor or otherwise) any Company Employee during based on such one (1) year period; provided, however, that person’s last rate of pay with the foregoing Company. This payment shall not preclude (i) the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment with the Company, or (iv) the solicitation (or employment act as a result of the solicitation) of substitute for any remedy that would otherwise be available, including but not limited to, injunctive relief to prevent further violations. Nothing herein is intended or to be construed as a prohibition against general advertising such Company Employee through (x) public advertisements or general solicitations as “help wanted” ads that are not specifically target targeted at such person(s) or (y) recruiting or search firms retained the Company’s employees. This provision also does not preclude conduct protected by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope Section 7 of the restrictive provisions set forth National Labor Relations Act (NLRA) such as joining or forming a union, engaging in this Section 6.12 are reasonable with respect to subject mattercollective bargaining, time or engaging in other concerted activity for mutual aid and scope and protection. I acknowledge that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into I have read Appendix A of this Agreement and but for understand that the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions applicability of this Section 6.12 by Seller may be limited and / or its Affiliates will result in irreparable injury may be subject to Buyerchange, that depending on the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance location of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediesmy work.

Employee Non-Solicitation. Seller shall not, and shall cause its Affiliates not toFrom the Closing Date until the Non-Compete Termination Date, directly or indirectly, for a itself or on behalf of another, solicit for employment or engagement as an independent contractor, or for any other similar purpose, any person who was in the six-month period starting on preceding the Closing Date and continuing until solicitation, or is at the one (1) year anniversary time of the Closing Datesolicitation, contactan employee or independent contractor of Buyer or any of Buyer’s Affiliates. Notwithstanding the foregoing, solicit or approach no Seller will be deemed to have breached its obligations under this Section if such personnel independently responded to a general solicitation for employment by such Seller. Each Seller acknowledges that the purpose restrictions in this Section 4.4 are reasonable in scope and duration and are necessary to protect Buyer after the Closing. Each Seller acknowledges that any Seller’s breach of offering employment this Section 4.4 will cause irreparable damage to Buyer, and upon breach of any provision of this Section 4.4, Buyer will be entitled to injunctive relief, specific performance or other service relationship arrangement with (whether as an employee, consultant, agent, independent contractor equitable relief without bond or otherwise) any Company Employee during such one (1) year periodother security; provided, however, that the foregoing shall not preclude (i) remedies will in no way limit any other remedies Buyer may have. Whenever possible each provision and term of this Section 4.4 will be interpreted in a manner to be effective and valid, but if any provision or term of this Section 4.4 is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date extent of such termination prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of employment with such provision or term or the Company, remaining provisions or (iv) the solicitation (or employment as a result terms of this Section 4.4. If any of the solicitation) of any such Company Employee through (x) public advertisements or general solicitations that are not specifically target at such person(s) or (y) recruiting or search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, agrees that the scope of the restrictive provisions covenants set forth in this Section 6.12 4.4 are held by a court of competent jurisdiction to contain limitations as to time, geographical area or scope of activity to be restrained that are not reasonable with respect and impose a greater restraint than is necessary to subject matterprotect the goodwill or other business interest of Buyer, time the court shall reform the covenants to the extent necessary to cause the limitations contained in the covenants as to time, geographical area and scope of activity to be restrained to be reasonable and to impose a restraint that is not greater than necessary to protect the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement goodwill or other business interest of Buyer and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury to Buyer, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remediescovenants as reformed.

Employee Non-Solicitation. Seller shall notExecutive further agrees that, and shall cause its Affiliates during the Non-Competition Term, he will not tosolicit, directly or indirectly, for or cause or permit others to solicit, directly or indirectly, any person (i) formerly employed by the Company or Belo + Company during the twelve (12) month period immediately preceding or following Executive’s termination of employment (“Former Employee”) or (ii) currently employed by the Company or Belo + Company (“Current Employee”). The term “solicit” includes, but is not limited to, the following (regardless of whether done directly or indirectly): (a) requesting that a period starting on Former or Current Employee change employment; (b) informing a Former or Current Employee that an opening exists elsewhere; (c) inquiring if a Former or Current Employee might have an interest in employment elsewhere; or (d) any other similar conduct, the Closing Date and continuing until intended or actual effect of which is that a Former or Current Employee affiliates with another employer or a Current Employee leaves the one (1) year anniversary employment of the Closing Date, contact, solicit or approach for the purpose of offering employment to or other service relationship arrangement with (whether as an employee, consultant, agent, independent contractor or otherwise) any Company Employee during such one (1) year periodCompany; provided, however, that Executive will not be in breach of this Section 8(c) merely due to any situation in which any Current Employee or Former Employee seeks employment by Executive or one of his affiliates in response to Executive’s or such affiliate’s general recruiting efforts not targeted at Current Employees or Former Employees but such Current Employee or Former Employee is not hired by Executive or one of his affiliates. If, during any period within the foregoing shall Non-Competition Term, Executive is not preclude (i) the hiring by Seller or its Affiliates of any such Company Employee who is applying for employment with Seller or its Affiliates on their own initiative without direct or indirect inducement or encouragement by Seller or Affiliates, (ii) the hiring of any Company Employee whose employment has been terminated by the Company or Buyer, (iii) the hiring of any Company Employee whose employment has been terminated by such Company Employee 180 days from the date of such termination of employment in compliance with the Companyterms of Section 8, or (iv) the solicitation (or employment as a result of the solicitation) of any such Company Employee through (x) public advertisements or general solicitations that are not specifically target at such person(s) or (y) recruiting or search firms retained by Seller or its Affiliates using a database of candidates without targeting any Company Employee, without direction or knowledge on Seller’s or its Affiliates’ behalf. Seller, for itself and on behalf of its Affiliates, Executive agrees that the Company shall be entitled to, among other remedies, compliance by Executive with the terms of Section 8 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Non-Competition Term” shall also include this additional period, if any. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the restrictive provisions set forth in this Section 6.12 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 6.12 are a material inducement to Buyer’s entering into this Agreement and but for the provisions contained in this Section 6.12 Buyer would not have entered into this Agreement. It is specifically understood and agreed that any breach duration of the provisions of this Section 6.12 by Seller or its Affiliates will result in irreparable injury 8 are reasonable and are no broader than are necessary to Buyer, protect the legitimate business interests of the Company. The Company and Executive agree and stipulate that the remedy at law alone will be an inadequate remedy for such breach agreements and thatcovenants not to compete and not to solicit contained in Section 8 hereof are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company and are necessary to protect the Company’s and Belo + Company’s Confidential Information, customer goodwill and business interests; provided however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete and not to solicit. Therefore, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Section 6.12 by Seller and its Affiliates through both temporary and permanent injunctive relief without the necessity of proving actual damages and without posting a bond, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition tofurtherance of, and not in lieu ofderogation of the provisions of Section 8, such other remediesthe Company and Executive agree that in the event a court should decline to enforce any terms of any of the provisions of Section 8, that Section 8 shall be modified or reformed to restrict Executive’s competition with the Company or Belo + Company to the maximum extent as to time, geography and business scope, which the court finds enforceable; provided, however, in no event shall the provisions of Section 8 be modified or reformed by any court to be more restrictive to Executive than those contained herein.