Common use of Non-Solicit Clause in Contracts

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) Aerospace agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, neither Seller nor any it shall not, and shall cause the members of its Affiliates willthe Aerospace Group not to, without the prior written consent of PurchaserAutomation, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, consultant, independent contractor or otherwise, any (i) Key Employee of the Automation Group or (ii) former Key Employee of the Automation Group who was on the payroll of the Automation Group within six (6) months of the date of such hiring or attempted hiring by Aerospace or any member of the Aerospace Group; provided that Aerospace and any member of the Aerospace Group may (x) engage in general solicitations for employment by use of advertisements in the media that are not specifically directed at employees of the Automation Group and, following the date that is six (6) months following the Distribution Date, hire any employee or consultant or other independent contractor) any (A) former employee of Purchaser Parent the Automation Group, including any Key Employee or former Key Employee of the Automation Group, in response to any such general solicitation or (y) hire any employee or former employee of the Automation Group, including any employee or former Key Employee or former Key Employee of the Automation Group, if such employee was terminated by the Automation Group (or any of its Affiliates Subsidiaries and Affiliates) due to whom ▇▇▇▇▇▇ a reduction in force, including any plant closures, mass layoffs or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeposition elimination; provided, howeverfurther, that the Parties may, by written consent, mutually agree on additional exceptions to the non-solicitation restrictions of set forth in this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring5.6. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Automation agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, none it shall not, and shall cause the members of Purchaser or any of its Affiliates willthe Automation Group not to, without the prior written consent of ▇▇▇▇▇▇Aerospace, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) Key Employee of this Section 6.05(b); provided, however, that the restrictions Aerospace Group or (ii) former Key Employee of this Section 6.05(b)(ii) shall not apply to the hiring Aerospace Group who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three the Aerospace Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by Automation or any member of the Automation Group; provided that Automation and any member of the Automation Group may (x) engage in general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of the Aerospace Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the Aerospace Group, including any Key Employee or former Key Employee of the Aerospace Group, in response to any such general solicitation or (y) hire any employee or former employee of the Aerospace Group, including any Key Employee or former Key Employee of the Aerospace Group, if such employee was terminated by the Aerospace Group (or any of its Subsidiaries and Affiliates) due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may, by written consent, mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6. (c) If a final and non-appealable judicial determination is made that any provision of this Section 5.6 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 5.6 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserNuance, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, consultant, independent contractor or otherwise, any (i) employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions Nuance Group or (Bii) Transferred Employee; provided, however, that former employee or consultant of the restrictions Nuance Group who was on the payroll of this Section 6.05(a)(ii) shall not apply to the hiring Nuance Group within eight (8) months of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Nuance Group if such employee or former employee is hired more than eight (8) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Nuance. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Nuance agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, consultant, independent contractor or otherwise, any (i) employee or consultant of the SpinCo Group or other independent contractor(ii) any former employee described in subclause or consultant of the SpinCo Group who was on the payroll of the SpinCo Group within eight (i) 8) months of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by Nuance or any Nuance Subsidiary or Affiliate; provided that Nuance and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group if such employee or former employee is hired more than eight (8) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or (B) Transferred Employee; provided, however, that Honeywell Group employed in a Key Role who was on the restrictions payroll of this Section 6.05(a)(ii) shall not apply to the hiring Honeywell Group within 6 months of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any the SpinCo Group within 6 months of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) For a period of three years following the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, (i) directly solicit (or cause to refrain from soliciting for employment be directly solicited) any of the individuals listed in Section 7.06(a) of the Disclosure Schedule or any individual that may be added thereto prior to the Closing (A) employee to reflect new hires of Purchaser Parent officers, management employees, key technical employees or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of key sales employees and departures from the Transactions Business occurring after the date hereof or (B) Transferred Employeeby agreement of Seller and Buyer (the “Business Covered Employees”), and except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at the Business Covered Employees, or (ii) agrees that, for two (2) years following the Closing, neither Seller nor hire any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred EmployeeBusiness Covered Employees; provided, however, provided that the restrictions of this Section 6.05(a)(ii) foregoing shall not apply to restrict the solicitation or hiring of any such employee whose employment Person who was not employed by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months Buyer for the six month period prior to the date of such Person’s solicitation or hiring. (b) Purchaser Until the third anniversary of the last date on which services are provided by Seller pursuant to the Transition Services Agreement, Buyer shall not, and shall not permit any of its controlled Affiliates (including, after the Closing, the Purchased Subsidiaries) to, (i) intends for two directly solicit (2or cause to be directly solicited) years following the Closing to refrain from soliciting for employment any officer, management employee or other key employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates Seller’s Subsidiaries who provided services to whom Purchaser Buyer pursuant to the Transition Services Agreement, except pursuant to generalized solicitations by use of advertising or any of its Affiliates were introduced which are not specifically targeted at such employees, or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following hire any such employee; provided that the Closing, none of Purchaser foregoing shall not restrict the solicitation or hiring or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall Person who was not apply to the hiring of any such employee whose employment employed by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months Seller’s Subsidiaries for the six month period prior to the date of such Person’s solicitation or hiring. (c) For a period of six months following the Closing Date, neither Seller nor Buyer shall, nor shall either Seller or Buyer permit any of its controlled Affiliates (including, with respect to Buyer after the Closing, the Purchased Subsidiaries) to, (i) directly solicit (or cause to be directly solicited) any employee of the other party who is employed by or contracted to Texas Instruments Malaysia Sdn. Bhd., Texas Instruments de Mexico, S. de ▇.▇. de C.V., Texas Instruments (China) Company Limited, Texas Instruments (Changzhou) Co., Ltd., Texas Instruments Hong Kong Limited or Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd. as of the Closing Date, except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at such employees, or (ii) hire any such employee.

Non-Solicit. (a) Seller For a period of 24 months following the Distribution Date, ConAgra will not, and will cause its Subsidiaries not to, without first discussing with SpinCo’s Chief Human Resources Officer (or equivalent officer) or such officer’s delegee and obtaining the prior written approval of SpinCo, directly or indirectly solicit (or cause to be directly or indirectly solicited) for employment any Transferred Employees who are employed at the level of “Senior Manager” (or equivalent) or above; provided that the foregoing restriction will not apply to (i) intends generalized searches for two employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such Transferred Employees or hiring any person that responds to such generalized search or (2ii) years following the Closing to refrain from soliciting for any such Transferred Employees whose employment any (A) employee of Purchaser Parent is terminated by SpinCo or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or (including any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation member of the Transactions LW Group) or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor who voluntarily terminates his or her employment prior to any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser such solicitation by Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringSubsidiaries. (b) Purchaser (i) intends for two (2) years For a period of 24 months following the Closing Distribution Date, SpinCo will not, and will cause its Affiliates (including any member of the LW Group) not to, without first discussing with ConAgra’s Chief Human Resources Officer (or equivalent) or such officer’s delegee and obtaining the prior written approval of ConAgra, directly or indirectly solicit (or cause to refrain from soliciting be directly or indirectly solicited) for employment any person who is at the time of such solicitation an employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser ConAgra or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions Subsidiaries (other than any Transferred EmployeeLW Business employee), and in any case, who is employed at the level of “Senior Manager” or above; provided that (i) the foregoing restriction will not apply to generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such persons or hiring any person who responds to such generalized search, (ii) agrees that, for two (2) years following the Closing, none any such employee of Purchaser ConAgra or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage Subsidiaries (whether as an officer, employee or consultant or other independent contractorthan any LW Business employee) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment is terminated by or term in office with ▇▇▇▇▇▇ or Seller ConAgra or any of their respective Affiliates otherwise ceased more than three its Subsidiaries (3including any member of the ConAgra Group) months or who voluntarily terminates his or her employment prior to the date of any such hiringsolicitation by SpinCo or its Subsidiaries.

Non-Solicit. (a) Seller From and after the date hereof (x) to the date that is one (1) year after the later of (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation termination of the Transactions or (B) Transferred Employee, Rx Distribution Agreement and (ii) agrees thatthe termination of the Generic Pharmaceuticals Purchasing Services Agreement, each of Walgreens and Alliance Boots covenants and agrees, individually on behalf of itself and not jointly, with the Company that it will not, nor will it permit its Affiliates to, directly or indirectly, solicit for two employment any individual set forth on Section 3.6(a) of the Company Disclosure Letter (2each, a “Key Company Employee”); and (y) to the date that is three (3) years following after the Closingdate of this Agreement, neither Seller each of Walgreens and Alliance Boots covenants and agrees that it will not, nor any of will it permit its Affiliates will, without the prior written consent of Purchaserto, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Key Company Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) foregoing shall not apply to the hiring of preclude it or its Affiliates from (A) placing general solicitations not targeted at such Key Company Employees (so long as it and its Affiliates do not hire any such employee Key Company Employee) or (B) soliciting in any manner or hiring any such Key Company Employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective the Company and its Affiliates otherwise ceased more than three has terminated at least one (31) months year prior to the date of such hiringsolicitation or hire, as applicable, so long as neither it nor its Affiliates solicited such Key Company Employee in violation of this Section 3.6(a) prior to such one (1) year anniversary. (b) Purchaser From and after the date hereof (x) to the date that is one (1) year after the later of (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation termination of the Transactions (other than any Transferred Employee), Rx Distribution Agreement and (ii) the termination of the Generic Pharmaceuticals Purchasing Services Agreement, the Company covenants and agrees thatwith each of Walgreens and Alliance Boots that the Company will not, nor will the Company permit its Affiliates to, directly or indirectly, solicit for two employment any individual set forth on Section 3.6(b) of the Company Disclosure Letter (2each, a “Key Walgreens/Alliance Boots Employee”); and (y) to the date that is three (3) years following after the Closingdate of this Agreement, none of Purchaser or any of the Company covenants and agrees that it will not, nor will it permit its Affiliates will, without the prior written consent of ▇▇▇▇▇▇to, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b)Key Walgreens/Alliance Boots Employee; provided, however, that the restrictions of this Section 6.05(b)(ii) foregoing shall not apply to preclude the hiring of Company or its Affiliates from (x) placing general solicitations not targeted at such Key Walgreens/Alliance Boots Employees (so long as the Company and its Affiliates do not hire any such employee Key Walgreens/Alliance Boots Employee) or (y) soliciting in any manner or hiring any such Key Walgreens/Alliance Boots Employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of Walgreens, Alliance Boots and their respective Affiliates otherwise ceased more than three has terminated at least one (31) months year prior to the date of such hiringsolicitation or hire, as applicable, so long as neither the Company nor its Affiliates solicited such Key Walgreens/Alliance Boots Employee in violation of this Section 3.6(b) prior to such one (1) year anniversary.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or (B) Transferred Employee; provided, however, that Honeywell Group employed in a Key Role who was on the restrictions payroll of this Section 6.05(a)(ii) shall not apply to the hiring Honeywell Group within 3 months of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, who responds to any general solicitation for employment by use of advertisements in the media that is not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any the SpinCo Group within 3 months of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, who responds to any general solicitation for employment by use of advertisements in the media that is not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or (B) Transferred Employee; provided, however, that Honeywell Group employed in a Key Role who was on the restrictions payroll of this Section 6.05(a)(ii) shall not apply to the hiring Honeywell Group within 6 months of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any the SpinCo Group within 6 months of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than 6 months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 10.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 10.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, neither Seller nor any it shall not, and shall cause the members of its Affiliates willthe SpinCo Group not to, without the prior written consent of PurchaserRemainCo, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation Key Employee of the Transactions RemainCo Group or (Bii) Transferred Employee; provided, however, that former Key Employee of the restrictions RemainCo Group who was on the payroll of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three RemainCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by SpinCo or any member of the SpinCo Group; provided that SpinCo and any member of the SpinCo Group may (x) engage in general solicitations for employment by use of advertisements in the media that are not specifically directed at employees of the RemainCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, if such employee was terminated by the RemainCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) RemainCo agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, none it shall not, and shall cause the members of Purchaser or any of its Affiliates willthe RemainCo Group not to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) Key Employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group or (ii) former Key Employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three the SpinCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by RemainCo or any member of the RemainCo Group; provided that RemainCo and any member of the RemainCo Group may (x) engage in general solicitations for employment by use of advertisements in the media that are not specifically directed at employees of the SpinCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, if such employee was terminated by the SpinCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6. (c) If a final and non-appealable judicial determination is made that any provision of this Section 5.6 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 5.6 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within six (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (36) months prior to of the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three the SpinCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the date after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of agrees that it and its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees thatwill not, for two a period of three years after the Company Closing Date, employ or seek to employ (2) years following the Closing, neither Seller nor not including a general solicitation of employment not specifically directed towards any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractorContinuing Employee) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Continuing Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall foregoing provision will not apply to the hiring of prevent Seller or it Affiliates from employing any such employee whose employment person who (i) has been involuntarily terminated by or term in office with Purchaser Parent or Purchaser Purchaser, the Company or any of their respective Company Subsidiary, as the case may be, and who has not been employed by Purchaser, the Company or any Company Subsidiaries, as the case may be, within the last six months and contacts Seller or its Affiliates otherwise ceased more than three on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Seller or its Affiliates during such six-month period; or (3ii) has voluntarily left employment with Purchaser, the Company or any Company Subsidiary, as the case may be, and who has not been employed by Purchaser, the Company or any Company Subsidiaries, as the case may be, within the last twelve months prior to the date of and contacts Seller or its Affiliates on his or her own initiative without any direct or indirect solicitation by, or encouragement from Seller or its Affiliates during such hiringtwelve-month period. (b) Purchaser For the period beginning on the date hereof and ending on the earlier of (i) intends for two (2) years one year following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee)date hereof, and (ii) agrees thatthe Company Closing Date, for two (2) years following Purchaser shall not employ any employee of Seller, the Closing, none of Purchaser Company or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage Company Subsidiary (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b"Seller Employee"); provided, however, that the restrictions of this Section 6.05(b)(ii) shall foregoing provision will not apply to the hiring of prevent Purchaser or it Affiliates from employing any such employee whose employment person who (i) has been involuntarily terminated by or term in office with ▇▇▇▇▇▇ or Seller Seller, the Company or any of their respective Company Subsidiary, as the case may be, and who has not been employed by Seller, the Company or any Company Subsidiaries, as the case may be, within the last six months and contacts Purchaser or its Affiliates otherwise ceased more than three on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Purchaser or its Affiliates during such six-month period; or (3ii) has voluntarily left employment with Seller, the Company or any Company Subsidiary, as the case may be, and who has not been employed by Seller, the Company or any Company Subsidiaries, as the case may be, within the last twelve months prior to the date of and contacts Purchsaer or its Affiliates on his or her own initiative without any direct or indirect solicitation by, or encouragement from Purchaser or its Affiliates during such hiringtwelve-month period.

Non-Solicit. [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to omitted portions. (a) Seller Microsoft agrees that, from the Effective Date until the date that is the earlier of (i1) intends for two the Commencement Date and (2) years following the Closing to refrain from soliciting for employment any (A) employee termination of Purchaser Parent or any of this Letter Agreement in accordance with its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of terms, Microsoft shall not, and shall cause its controlled affiliates and their respective Affiliates were introduced officers, directors, employees, agents and representatives not to solicit to employ any employees of Yahoo! or with whom they otherwise had contact its subsidiaries in connection with their evaluation of the Transactions search or sales group (B“Yahoo! Employees”) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee induce or consultant attempt to induce any Yahoo! Employee to terminate his or other independent contractor) any (A) employee of Purchaser Parent her employment with Yahoo! or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeesubsidiaries; provided, however, that the restrictions of this Section 6.05(a)(ii11(a) shall not apply to (1) general advertisements for employment not specifically targeted at the hiring Yahoo! Employees (and individuals responding to such advertisements); (2) efforts to recruit the Transferred Employees (as defined below); (3) individuals who cease to be employed by Yahoo! or its subsidiaries other than as a result of a violation of this Section 11 by Microsoft; or (4) any such employee whose employment by or term Yahoo! Employee who Microsoft can demonstrate is, as of the Effective Date, participating in office with Purchaser Parent or Purchaser the recruitment process of Microsoft or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringits controlled affiliates. (b) Purchaser Microsoft agrees that, from the Effective Date until the date that is the earlier of (i1) intends for two the Commencement Date and (2) years following the Closing to refrain from soliciting for employment any employee termination of ▇▇▇▇▇▇ or Seller or any of this Letter Agreement in accordance with its terms, Microsoft shall not, and shall cause its controlled affiliates and their respective Affiliates officers, directors, employees, agents and representatives not to whom Purchaser employ or hire any employees of Yahoo! or its Affiliates were introduced subsidiaries set forth on a written schedule (which schedule shall include no more than 80 Yahoo! employees) delivered to Microsoft by Yahoo! on or with whom they otherwise had contact in connection with their evaluation of prior to the Transactions Effective Date (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b“Yahoo! Excluded Employees”); provided, however, that the restrictions of this Section 6.05(b)(ii11(b) shall not apply to the hiring individuals who cease to be employed by Yahoo! or its subsidiaries other than as a result of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any a violation of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring.this Section 11(b)

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or Honeywell Group employed in a Key Role who was on the payroll of the Honeywell Group within six (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (36) months prior to of the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three the SpinCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of SpinCo. (c) If a final and non-appealable judicial determination is made that any provision of this Section 9.02 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 9.02 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, neither Seller nor any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of PurchaserHoneywell, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent the Honeywell Group employed in an executive managerial or any functional capacity or a key technical or sales capacity (each of its Affiliates to whom ▇▇▇▇▇▇ such roles, a “Key Role”) or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation (ii) former employee of the Transactions or (B) Transferred Employee; provided, however, that Honeywell Group employed in a Key Role who was on the restrictions payroll of this Section 6.05(a)(ii) shall not apply to the hiring Honeywell Group within 3 months of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by SpinCo or any SpinCo Subsidiary or Affiliate; provided that SpinCo and its Subsidiaries and Affiliates may hire any employee or former employee of the Honeywell Group, including any employee or former employee of the Honeywell Group employed in a Key Role, who responds to any general solicitation for employment by use of advertisements in the media that is not specifically directed at employees of Honeywell. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) Honeywell agrees that, for two (2) years a period of 18 months following the ClosingDistribution Date, none of Purchaser or any of it shall not, and shall cause its Subsidiaries and Affiliates willnot to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group employed in a Key Role or (ii) former employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group employed in a Key Role who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any the SpinCo Group within 3 months of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringhiring or attempted hiring by Honeywell or any Honeywell Subsidiary or Affiliate; provided that Honeywell and its Subsidiaries and Affiliates may hire any employee or former employee of the SpinCo Group, including any employee or former employee of the SpinCo Group employed in a Key Role, who responds to any general solicitation for employment by use of advertisements in the media that is not specifically directed at employees of SpinCo.

Non-Solicit. (a) For a period of twelve (12) months following the Closing Date (or two (2) years after the Closing Date in the case of clause (2)(y) below), Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly, solicit (or cause to be solicited) for employment (whether as an employee, independent contractor or otherwise) or hire any (1) officer or employee of Buyer or its Subsidiaries who is a Transferred Employee as of immediately following the Effective Time or (2) any person who is employed by Buyer or a Subsidiary of Buyer whom any employee of Seller, its Affiliates or any of its or their Representatives (x) has contact with or has had contact with during its evaluation of the transactions contemplated by this Agreement or (y) has or had contact in connection with the transactions contemplated by the Transition Services Agreement (any such employee, a “Covered Employee”); provided that (i) intends the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such Covered Employees, (B) any Covered Employee whose employment with Buyer or its Subsidiaries is terminated at least six (6) months prior to commencement of employment discussions between Seller or its Subsidiaries and such individual or (C) any Covered Employee who contacts the Seller or any of its Retained Subsidiaries on his or her own initiative and (ii) in the case of employees covered by clause (2)(y) above, the foregoing restriction shall apply for a period of two (2) years following the Closing Date. (b) For a period of twelve (12) months following the Closing Date (or two (2) years after the Closing Date in the case of clause (y) below), Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) not to, directly or indirectly, solicit (or cause to refrain from soliciting be solicited) for employment (whether as an employee, independent contractor or otherwise) or hire any person who is employed by Seller or a Retained Subsidiary whom Buyer, its Affiliates or any of its or their Representatives (x) has contact with or has had contact with during its evaluation of the transactions contemplated by this Agreement or (y) has or had in connection with the transactions contemplated by the Transition Services Agreement; provided that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such employees, or (B) any such employee of Purchaser Parent whose employment with Seller or any of its Affiliates is terminated at least six (6) months prior to whom ▇▇▇▇▇▇ or commencement of employment discussions between Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employeeits Subsidiaries and such individual, and (ii) agrees thatin the case of employees covered by clause (y) above, the foregoing restriction shall apply for two (2) years following the Closing, neither Seller nor any a period of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringDate.

Non-Solicit. (a) Seller (i) intends for two (2) For a period of three years following the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, (i) directly solicit (or cause to refrain from soliciting for employment be directly solicited) any of the individuals listed in Section 7.06(a) of the Disclosure Schedule or any individual that may be added thereto prior to the Closing (A) employee to reflect new hires of Purchaser Parent officers, management employees, key technical employees or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of key sales employees and departures from the Transactions Business occurring after the date hereof or (B) Transferred Employeeby agreement of Seller and Buyer (the “Business Covered Employees”), and except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at the Business Covered Employees, or (ii) agrees that, for two (2) years following the Closing, neither Seller nor hire any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred EmployeeBusiness Covered Employees; provided, however, provided that the restrictions of this Section 6.05(a)(ii) foregoing shall not apply to restrict the solicitation or hiring of any such employee whose employment Person who was not employed by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months Buyer for the six month period prior to the date of such Person's solicitation or hiring. (b) Purchaser Until the third anniversary of the last date on which services are provided by Seller pursuant to the Transition Services Agreement, Buyer shall not, and shall not permit any of its controlled Affiliates (including, after the Closing, the Purchased Subsidiaries) to, (i) intends for two directly solicit (2or cause to be directly solicited) years following the Closing to refrain from soliciting for employment any officer, management employee or other key employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates Seller's Subsidiaries who provided services to whom Purchaser Buyer pursuant to the Transition Services Agreement, except pursuant to generalized solicitations by use of advertising or any of its Affiliates were introduced which are not specifically targeted at such employees, or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following hire any such employee; provided that the Closing, none of Purchaser foregoing shall not restrict the solicitation or hiring or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall Person who was not apply to the hiring of any such employee whose employment employed by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months Seller's Subsidiaries for the six month period prior to the date of such Person's solicitation or hiring. (c) For a period of six months following the Closing Date, neither Seller nor Buyer shall, nor shall either Seller or Buyer permit any of its controlled Affiliates (including, with respect to Buyer after the Closing, the Purchased Subsidiaries) to, (i) directly solicit (or cause to be directly solicited) any employee of the other party who is employed by or contracted to Texas Instruments Malaysia Sdn. Bhd., Texas Instruments de Mexico, S. de ▇.▇. de C.V., Texas Instruments (China) Company Limited, Texas Instruments (Changzhou) Co., Ltd., Texas Instruments Hong Kong Limited or Texas Instruments Semiconductor Technologies (Shanghai) Co., Ltd. as of the Closing Date, except pursuant to generalized solicitations by use of advertising or which are not specifically targeted at such employees, or (ii) hire any such employee.

Non-Solicit. 5.5.1 For a period of 12 months following the Closing Date, Seller shall not, and shall cause its Affiliates not to, directly or indirectly solicit (or cause to be solicited) for employment or hire any Transferred Employee as of immediately following the Closing (any such employee, a “Covered Employee”); provided, that (a) Seller the foregoing restriction shall not apply to (i) intends generalized searches for two employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such Covered Employees or hiring any person that responds to the same, (2ii) years following the Closing to refrain from soliciting for employment or hiring any (A) employee of Purchaser Parent employees who first contact Seller or any of its Affiliates (A) who respond to such general solicitations or (B) who contact Seller (or any of its Affiliates) on their own initiative without any solicitation by or encouragement from Seller or any of Seller’s Affiliates or Representatives or (iii) any Covered Employee whose employment is terminated by Buyer or any of its Affiliates and (b) with respect to any Covered Employee who voluntarily ceases employment with Buyer or its Affiliates, the foregoing restriction shall terminate upon the earlier to occur of (i) the date that is 12 months following the Closing Date and (ii) the date that is six months following the cessation of such Covered Employee’s employment with Buyer or its Affiliates. 5.5.2 For a period of 12 months following the Closing Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly solicit (or cause to be solicited) for employment or hire any (a) person who is employed by Seller or an Affiliate of Seller with a title of director, vice president or higher, who had any oversight of, or interaction with, the Product Business, or (b) any person who is employed by Seller or an Affiliate of Seller and with whom ▇Buyer, its Affiliates or any of their Representatives had contact with during, or who became known to Buyer, its Affiliates or any of its or their Representatives in connection with, the negotiation or consummation of the Transactions, and, other than with respect to Transferred Employees, who is at the time of such solicitation or hiring, or was within the six months preceding such solicitation or hiring, an employee of Seller or any of its Affiliates; provided, that (i) the foregoing restriction shall not apply to (A) generalized searches for employees through media advertisements of general circulation, employment search firms, online job boards, open job fairs or other similar means which are not specifically targeted at such employees or hiring any person that responds to the same, (B) soliciting or hiring any employees who first contact Buyer or any of its Affiliates (1) who respond to such general solicitations or (2) who contact ▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ Affiliates) on their own initiative without any solicitation by or Seller encouragement from Buyer or any of their respective Buyer’s Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions Representatives or (BC) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment is terminated by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee)Affiliates, and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply with respect to the hiring of any such employee whose who voluntarily ceases employment by or term in office with ▇▇▇▇▇▇ or Seller or any its Affiliates, the foregoing restriction shall terminate upon the earlier to occur of their respective (A) the date that is 12 months following the Closing Date and (B) the date that is six months following the cessation of such employee’s employment with Seller or its Affiliates otherwise ceased more than three and (3iii) months prior in the case of employees of Seller or its Affiliates who provide services to Buyer pursuant to the Transition Agreement, the foregoing restriction shall apply to Buyer and its Affiliates until the date that is six months after the last date on which the services of such hiringemployees are provided by Seller or its Affiliates pursuant to the Transition Agreement.

Non-Solicit. (a) Seller (i) intends For a period of 24 months from the Closing Date, none of the Sellers or their respective Affiliates (acting at the respective Seller’s direction or on their behalf) shall, directly or indirectly, (A) induce, encourage or solicit any Transferred Employee to leave the employ of Buyer, Buyer’s Affiliates or the Companies or (B) hire or assist any other Person in hiring any Transferred Employee, other than a Transferred Employee (1) who has not been an employee of Buyer for two at least 120 days and who has not been solicited, directly or indirectly, by the hiring Seller or their respective Affiliates or (2) years following who was terminated by Buyer; provided that this Section 7.13(e)(i) shall not apply to (I) any general mass solicitations of employment not specifically directed toward employees of Buyer, Buyer’s Affiliates or the Closing to refrain from soliciting for Companies, which general solicitations are expressly permitted or (II) the hiring by any of the Sellers or its Affiliates of any Transferred Employee who seeks employment any (A) employee of Purchaser Parent with a Seller or its Affiliates without direct solicitation by such Seller or any of its Affiliates. (ii) For a period of 24 months from the date hereof, Buyer and Buyer’s Affiliates to whom will not, directly or indirectly, (A) induce, encourage or solicit any employee of Borealis, Teachers’ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise Buyer or its Representatives had contact in connection with their evaluation of the Transactions (other than contacts that are de minimis in nature or (Bextent) Transferred Employeeor about whom Buyer or its Representatives received information in connection with the Transactions to leave the employ of Borealis, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire Teachers’ or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of Affiliates, as the Transactions case may be, or (B) Transferred Employee; provided, however, that the restrictions of this Section 6.05(a)(ii) shall not apply to the hire or assist any other Person in hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more employee, other than three a Person (31) months prior to the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any who has not been an employee of Borealis, Teachers’ or ▇▇▇▇▇▇ ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser (as the case may be) for at least 120 days and who has not been solicited, directly or any of indirectly, by Buyer or its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) agrees that, for two (2) years following the Closingwho was terminated by Borealis, none of Purchaser Teachers’ or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with ▇ ▇▇▇▇▇▇ or Seller their respective Affiliates (as the case may be); provided that this Section 7.13(e)(ii) shall not apply to (I) any general mass solicitations of employment not specifically directed toward employees of any of the Sellers, which general solicitations are expressly permitted or (II) the hiring by Buyer or its Affiliates of any employee of any of the Sellers who seeks employment with Buyer or its Affiliates without direct or indirect solicitation by Buyer or any of their respective Affiliates otherwise ceased more than three its Affiliates. (3iii) months prior to Each of the date Sellers and Buyer acknowledges and agrees that its obligations set forth in this Section 7.13(e) are reasonable in scope and duration, an essential element of such hiringthis Agreement and that, but for the agreement among each of the Sellers and Buyer in this Section 7.13(e), the Sellers and Buyer would not have entered into this Agreement.

Non-Solicit. (a) Seller (i) intends for two (2) years following the Closing to refrain from soliciting for employment any (A) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) SpinCo agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, neither Seller nor any it shall not, and shall cause the members of its Affiliates willthe SpinCo Group not to, without the prior written consent of PurchaserRemainCo, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any (Ai) employee of Purchaser Parent or any of its Affiliates to whom ▇▇▇▇▇▇ or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation Key Employee of the Transactions RemainCo Group or (Bii) Transferred Employee; provided, however, that former Key Employee of the restrictions RemainCo Group who was on the payroll of this Section 6.05(a)(ii) shall not apply to the hiring of any such employee whose employment by or term in office with Purchaser Parent or Purchaser or any of their respective Affiliates otherwise ceased more than three RemainCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by SpinCo or any member of the SpinCo Group; provided that SpinCo and any member of the SpinCo Group may (x) engage in general solicitations for employment by use of advertisements in the media that are not specifically directed at employees of the RemainCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the RemainCo Group, including any Key Employee or former Key Employee of the RemainCo Group, if such employee was terminated by the RemainCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6(a). (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions (other than any Transferred Employee), and (ii) RemainCo agrees that, for two a period of eighteen (218) years months following the ClosingDistribution Date, none it shall not, and shall cause the members of Purchaser or any of its Affiliates willthe RemainCo Group not to, without the prior written consent of ▇▇▇▇▇▇SpinCo, directly or through others, on its own behalf or in the service or on behalf of others, hire or otherwise engage (attempt to hire, whether as an officeremployee, employee consultant, independent contractor or consultant or other independent contractor) otherwise, any employee described in subclause (i) Key Employee of this Section 6.05(b); provided, however, that the restrictions SpinCo Group or (ii) former Key Employee of this Section 6.05(b)(ii) shall not apply to the hiring SpinCo Group who was on the payroll of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three the SpinCo Group within six (36) months prior to of the date of such hiringhiring or attempted hiring by RemainCo or any member of the RemainCo Group; provided that RemainCo and any member of the RemainCo Group may (x) engage in general solicitations for employment by use of advertisements in the media that are not specifically directed at employees of the SpinCo Group and, following the date that is six (6) months following the Distribution Date, hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, in response to any such general solicitation or (y) hire any employee or former employee of the SpinCo Group, including any Key Employee or former Key Employee of the SpinCo Group, if such employee was terminated by the SpinCo Group due to a reduction in force, including any plant closures, mass layoffs or position elimination; provided, further, that the Parties may mutually agree on additional exceptions to the non-solicitation restrictions set forth in this Section 5.6(b). (c) If a final and non-appealable judicial determination is made that any provision of this Section 5.6 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 5.6 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

Non-Solicit. (a) From and after the Closing, Seller (i) intends covenants and agrees that, for a period of two (2) years following from the Closing to refrain from soliciting for employment any date of this Agreement (A) employee of Purchaser Parent or the “Restricted Period”), it shall not, and shall not permit any of its Affiliates to, whether on behalf of any other Person or its own behalf, directly or indirectly, solicit or encourage any person who was employed by the Business immediately prior to whom the Closing to terminate his or her employment or independent contractor relationship with the Purchaser, the Company or their respective Affiliates; provided, that, Seller and its Affiliates shall not be restricted by this Section 6.10: (x) from any general solicitation for employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any employees of the Business or (y) from engaging or hiring, as an employee, advisor or independent contractor, any individual who makes an unsolicited approach to Seller or its Affiliate. (b) From and after the Closing, Seller covenants and agrees that, for a period of five (5) years from the date of this Agreement, it shall not, and shall not permit any of its Affiliates to, whether on behalf of any other Person or its own behalf, directly or indirectly, solicit work or bid on any contracts or work pursuant to the TGS program with the CDC (or similar, related, extended, renamed or replacement program). (c) Seller has carefully read and considered the provisions of this Section 6.10 and, having done so, agree that the restrictions set forth herein are fair and reasonable given the terms and conditions of this Agreement, the nature of the Business, the area in which the Business markets its products and services, and the consideration being provided pursuant to this Agreement. In addition, ▇▇▇▇▇▇ specifically agrees that the length, scope and definitions used in the covenant not to compete and other restrictions set forth in this Section 6.10 are fair and reasonable. Seller further agrees that the restrictions set forth in this Section 6.10 are reasonably required for the protection of the legitimate business interests of the Purchaser, the Company or Seller or any of their respective Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transactions or (B) Transferred Employee, and (ii) agrees that, for two (2) years following the Closing, neither Seller nor any of its Affiliates will, without the prior written consent of Purchaser, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any (A) employee of Purchaser Parent or any of its Affiliates to whom Affiliates. ▇▇▇▇▇▇ agrees not to contest the general validity or enforceability of this Section 6.10 before any court, arbitration panel or other Governmental Authority. (d) Seller or acknowledges and agrees that its breach of any of the covenants in this Section 6.10 during the Restricted Period shall result in irreparable damage and continuing injury to the Purchaser. Therefore, in the event of any breach or threatened breach of such covenants during the Restricted Period, Seller agrees that the Purchaser, the Company and their respective Affiliates were introduced shall be entitled to seek an injunction from any court of competent jurisdiction enjoining such Person from committing any violation or with whom they otherwise had contact in connection with their evaluation threatened violation of those covenants. (e) In the Transactions event of an alleged breach or (B) Transferred Employee; provided, however, that the restrictions violation by any Person of this Section 6.05(a)(ii6.10, the Restricted Period with respect to such Person shall be tolled until such breach or violation has been duly cured. (f) Whenever possible, each provision of this Section 6.10 shall be interpreted in such manner as to be effective and valid under applicable Laws, but if any provision of this Section 6.10 is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not apply affect any other provision or any other jurisdiction, and this Section 6.10 shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The parties agree that a court of competent jurisdiction making a determination of the invalidity or unenforceability of any term or provision of this Section 6.10 shall have the power to reduce the hiring scope, duration or area of any such employee whose employment by term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision in office this Section 6.10 with Purchaser Parent a term or Purchaser or any of their respective Affiliates otherwise ceased more than three (3) months prior provision that is valid and enforceable and that comes closest to expressing the date of such hiring. (b) Purchaser (i) intends for two (2) years following the Closing to refrain from soliciting for employment any employee of ▇▇▇▇▇▇ or Seller or any of their respective Affiliates to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation intention of the Transactions (other than any Transferred Employee)invalid or unenforceable term or provision, and (ii) agrees that, for two (2) years following the Closing, none of Purchaser or any of its Affiliates will, without the prior written consent of ▇▇▇▇▇▇, hire or otherwise engage (whether as an officer, employee or consultant or other independent contractor) any employee described in subclause (i) of this Section 6.05(b); provided, however, that the restrictions of this Section 6.05(b)(ii) 6.10 shall not apply to the hiring of any such employee whose employment by or term in office with ▇▇▇▇▇▇ or Seller or any of their respective Affiliates otherwise ceased more than three (3) months prior to the date of such hiringbe enforceable as so modified.