Common use of Non-Recruitment of Employees Clause in Contracts

Non-Recruitment of Employees. The Executive shall not, at any time during the Restricted Period (as defined in this Section 7(c)), other than in the good faith exercise of the Executive’s duties with the Company, without the prior written consent of the Company, personally, directly or indirectly, on the Executive’s behalf or on behalf of, or in conjunction with, any person or entity other than the Company, solicit, recruit, or induce, or attempt to solicit, recruit or induce, any person who is or was at any time during the previous six months, an employee, representative, direct or indirect agent, officer or director of the Company or any of its Affiliates and with whom the Executive had material contact prior to such six-month period to become an employee, officer, direct or indirect agent, consultant or independent contractor. Further, during the Restricted Period, the Executive shall not encourage or induce any person to cease his employment relationship with the Company or any of its Affiliates for any reason other than in the good faith exercise of the Executive’s duties with the Company. A general employment advertisement or other form of general solicitation by an entity of which the Executive is a part will not constitute solicitation, recruitment or encouragement, nor would serving as a reference upon request to an entity with which the Executive is not associated. The “Restricted Period” shall mean the period from the Effective Date through the 18-month anniversary of the Executive’s termination of employment with the Company and its affiliates; provided, however, that in the event of a Company Nonrenewal, the “Restricted Period” for purposes of Section 7(e) hereof shall terminate on the nine-month anniversary of the Executive’s termination of employment with the Company and its affiliates. The Parties further agree that the foregoing definition of “Restricted Period” shall be applicable for purposes of Section 3(b) of that certain Restricted Stock Award Agreement dated as of April 1, 2010 between the Company and the Executive, notwithstanding anything therein to the contrary.

Non-Recruitment of Employees. The Executive shall not, at any time during the Restricted Period (as defined in this Section 7(c)), other than in the good faith exercise of the Executive’s duties with the Company, without the prior written consent of the Company, personally, directly or indirectly, on the Executive’s behalf or on behalf of, or in conjunction with, any person or entity other than the Company, solicit, recruit, or induce, or attempt to solicit, recruit or induce, any person who is or was at any time during the previous six months, an employee, representative, direct or indirect agent, officer or director of the Company or any of its Affiliates and with whom the Executive had material contact prior to such six-month period to become an employee, officer, direct or indirect agent, consultant or independent contractor. Further, during the Restricted Period, the Executive shall not encourage or induce any person to cease his employment relationship with the Company or any of its Affiliates for any reason other than in the good faith exercise of the Executive’s duties with the Company. A general employment advertisement or other form of general solicitation by an entity of which the Executive is a part will not constitute solicitation, recruitment or encouragement, nor would serving as a reference upon request to an entity with which the Executive is not associated. The “Restricted Period” shall mean the period from the Effective Date through the 18-month anniversary of the Executive’s termination of employment with the Company and its affiliates; provided, however, provided that in the event of a Company Nonrenewal, the “Restricted Period” for purposes of Section 7(e) hereof Period shall automatically terminate on the nine-month anniversary date of the Executive’s termination of employment with the any Company and its affiliatesNonrenewal. The Parties further agree that the foregoing definition of “Restricted Period” shall be applicable for purposes of Section 3(b) of that certain Restricted Stock Award Agreement dated as of April 1, 2010 between the Company and the Executive, notwithstanding anything therein to the contrary.